smc-20260331

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			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

Summit Midstream Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

910 Louisiana Street, Suite 4200

Houston, TX

(Address of principal executive offices)

99-3056990

(I.R.S. Employer

Identification No.)

77002

(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
Common Stock, par value $0.01 per share	SMC	New York Stock Exchange

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			Yes			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	☐	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 May 8, 2026
Common Stock, par value $0.01 per share						13,814,286
Class B Common Stock, par value $0.01 per share						6,524,467

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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.	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	45
Item 4.	Controls and Procedures.	45
PART II	OTHER INFORMATION	46
Item 1.	Legal Proceedings.	46
Item 1A.	Risk Factors.	46
Item 5.	Other Information.	47
Item 6.	Exhibits.	47

SIGNATURES		49

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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
Double E Pipeline			a 135 mile, 1.6 Bcf/d, FERC-regulated interstate natural gas transmission pipeline that provides transportation service from multiple receipt points in the Delaware Basin to various delivery points in and around the Waha hub in Texas




EPA			Environmental Protection Agency


EPS			earnings or loss per share


Exchange Act			Securities Exchange Act of 1934, as amended
FASB			Financial Accounting Standards Board
FERC			Federal Energy Regulatory Commission
Finance Corp.			Summit Midstream Finance Corp.



Fundare			Fundare Resources Company, LLC
GAAP			accounting principles generally accepted in the United States of America








hub			geographic location of a storage facility and multiple pipeline interconnections



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
MMBTU			metric million British thermal units
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



MVC			minimum volume commitment

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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
SMC LTIP			Summit Midstream Corporation 2024 Long-Term Incentive Plan

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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
Summit Utica			Summit Midstream Utica, LLC

Tall Oak Acquisition			the consummation of the transaction contemplated by the Tall Oak Business Contribution Agreement



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
Utica Sale			the sale of Summit Utica to a subsidiary of MPLX LP for a cash sale price of $625.0 million, subject to customary post-closing adjustments

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

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

SUMMIT MIDSTREAM CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31, 2026		December 31, 2025
	(In thousands, except share amounts)
ASSETS
Cash and cash equivalents	$	43,390	$	9,274
Restricted cash	6,132		10,405
Accounts receivable	74,189		69,752
Other current assets	6,257		7,490
Total current assets	129,968		96,921
Property, plant and equipment, net	1,836,358		1,844,146
Intangible assets, net	150,892		153,564
Investment in Double E	263,226		265,583
Other noncurrent assets	25,949		27,395
TOTAL ASSETS	$	2,406,393	$	2,387,609

LIABILITIES AND EQUITY
Trade accounts payable	$	27,585	$	31,652
Accrued expenses	36,116		24,270
Deferred revenue	9,135		10,122
Ad valorem taxes payable	4,975		10,190
Accrued compensation and employee benefits	4,223		12,063
Accrued interest	9,891		30,045
Accrued environmental remediation	1,573		1,710
Accrued settlement payable	8,333		8,333
Current portion of long-term debt	850		21,223
Other current liabilities	5,522		27,185
Total current liabilities	108,203		176,793
Deferred tax liabilities, net	91,389		73,635
Long-term debt, net	1,264,914		1,024,347
Noncurrent deferred revenue	17,577		18,398
Noncurrent accrued environmental remediation	52		52
Other noncurrent liabilities	9,266		6,532
TOTAL LIABILITIES	1,491,401		1,299,757
Commitments and contingencies (See Note 8)

Mezzanine Equity
Subsidiary Series A Preferred Units (nil and 93,039 units issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)	—		141,296

Equity
Series A Preferred Stock (65,508 shares authorized, issued and outstanding as of March 31, 2026 and December 31, 2025)	64,165		110,468
Common Stock, $0.01 par value (42,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 13,814,286 and 12,262,320 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)	136		122
Class B Common Stock, $0.01 par value (7,471,008 shares authorized as of March 31, 2026 and December 31, 2025; 6,524,467 issued and outstanding as of March 31, 2026 and December 31, 2025)	65		65
Additional paid-in capital	739,647		638,427
Accumulated deficit	(208,197)		(202,902)
Total Company stockholders’ equity	595,816		546,180
Noncontrolling interest	319,176		400,376
Total Equity	914,992		946,556
TOTAL LIABILITIES AND EQUITY	$	2,406,393	$	2,387,609

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 OPERATIONS


	Three Months Ended March 31,
		2026		2025
		(In thousands, except per share amounts)
Revenues:
Gathering services and related fees		$	59,570	$	64,165
Natural gas, NGLs and condensate sales		73,651		59,327
Other revenues		5,921		9,205
Total revenues		139,142		132,697
Costs and expenses:
Cost of natural gas and NGLs		39,372		35,434
Operation and maintenance		38,217		33,530
General and administrative		17,873		16,600
Depreciation and amortization		26,708		28,517
Transaction costs		222		2,793
Acquisition integration costs		373		1,244
Loss on asset sales, net		29		—

Total costs and expenses		122,794		118,118
Other income (expense), net		(590)		9,057
Loss on interest rate swaps		(150)		(966)
Loss on sale of business		—		(43)
Interest expense		(25,013)		(22,537)

Income from equity method investees		5,237		4,840
Income (loss) before income taxes		(4,168)		4,930
Income tax benefit (expense)		1,002		(296)
Net income (loss)		$	(3,166)	$	4,634
Less: Net income attributable to Subsidiary Series A Preferred Units		(1,930)		(3,592)
Less: Net income attributable to Series A Preferred Stock		(3,113)		(3,918)
Add: Net loss attributable to noncontrolling interest in SMLP		2,914		989
Net loss attributable to Summit Midstream Corporation		$	(5,295)	$	(1,887)


Net loss per share:
Common stock – basic		$	(0.43)	$	(0.16)
Common stock – diluted		$	(0.43)	$	(0.16)

Weighted-average number of shares outstanding:
Common stock – basic		12,329		11,767
Common stock – diluted		12,329		11,767

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 EQUITY


	Equity
		Series A Preferred Stock		Common Stock Amount, at $0.01 par value		Class B Common Stock Amount, at $0.01 par value		Additional Paid in Capital		Retained Earnings (Deficit)		Non-controlling interest		Total Equity

Equity, December 31, 2025		$	110,468	$	122	$	65	$	638,427	$	(202,902)	$	400,376	$	946,556
Net income (loss)		3,113		—		—		—		(5,295)		(2,914)		(5,096)
Dividend paid on Series A Preferred Stock		(49,416)		—		—		—		—		—		(49,416)
Equity compensation		—				—		3,036		—		—		3,036
Tax withholdings and associated payments on vested SMC LTIP awards		—		—		—		(2,796)		—		—		(2,796)


Share issuance		—		14		—		41,445		—		—		41,459
Tax impact of Up-C Structure		—		—		—		(18,751)		—		—		(18,751)
Equity shift		—		—		—		78,286		—		(78,286)		—
Equity, March 31, 2026		$	64,165	$	136	$	65	$	739,647	$	(208,197)	$	319,176	$	914,992


	Equity
		Series A Preferred Stock		Common Stock Amount, at $0.01 par value		Class B Common Stock Amount, at $0.01 par value		Additional Paid in Capital		Retained Earnings (Deficit)		Non-controlling interest		Total Equity

Equity, December 31, 2024		$	110,230	$	106	$	75	$	540,714	$	(183,333)	$	497,333	$	965,125
Net income (loss)		3,918		—		—		—		(1,887)		(989)		1,042
Dividend paid on Series A Preferred Stock		(3,359)		—		—		—		—		—		(3,359)
Equity compensation		—		—		—		2,375		—		—		2,375
Tax withholdings and associated payments on vested SMC LTIP awards		—		1		—		(2,838)		—		—		(2,837)
Moonrise Acquisition		—		5		—		17,890		—		—		17,895
Conversion of Class B Common Stock and Partnership Common Units		—		10		(10)		—		—		—		—
Tax impact of Up-C Structure		—		—		—		(12,280)		—		—		(12,280)
Equity shift		—		—		—		86,526		—		(86,526)		—
Equity, March 31, 2025		$	110,789	$	122	$	65	$	632,387	$	(185,220)	$	409,818	$	967,961

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


	Three Months Ended March 31,
	2026		2025
	(In thousands)
Operating activities:
Net income (loss)	$	(3,166)	$	4,634
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Deferred income taxes	(996)		233
Depreciation and amortization	26,943		28,752
Noncash lease expense	681		2,349
Amortization of debt issuance costs and other	2,571		968
Equity compensation	3,036		2,375
Income from equity method investee - Double E	(5,237)		(4,840)
Distributions from equity method investee - Double E	7,595		6,694
Loss on asset sales, net	29		—

(Gain) loss on earn-out remeasurement	503		(9,023)

Loss on sale of business	—		43
Unrealized loss on interest rate swaps	529		1,870

Changes in operating assets and liabilities:
Accounts receivable	(4,437)		(3,378)
Trade accounts payable	(1,014)		7,870
Accrued expenses	11,711		7,114
Deferred revenue, net	(1,808)		(1,879)
Ad valorem taxes payable	(5,214)		(4,449)
Accrued interest	(20,154)		(12,730)
Accrued environmental remediation, net	(137)		(35)
Other, net	(4,565)		(10,538)
Net cash provided by operating activities	6,870		16,030
Investing activities:
Capital expenditures	(19,277)		(20,606)
Cash consideration paid for the acquisition of Moonrise, net of cash acquired	—		(69,997)
Investment in equity method investee - Double E	—		(2,488)

Other, net	(86)		—
Net cash used in investing activities	(19,363)		(93,091)
Financing activities:
Borrowings under New Permian Transmission Facility	340,000		—
Debt repayments - Legacy Permian Transmission Term Loan	(116,998)		(3,998)
Borrowings on Amended and Restated ABL Facility	78,000		90,000
Debt repayments - Amended and Restated ABL Facility	(75,000)		(250,000)
Distributions and redemption of Subsidiary Series A Preferred Units	(143,226)		(1,628)
Distributions on Series A Preferred Stock	(49,416)		(3,359)
Related party shares issued for cash, net	41,459		—
Related party settlement of Tall Oak earn-out	(21,304)		—
Issuance of Additional 2029 Secured Notes	—		258,438
Debt issuance costs	(8,052)		(4,832)

Other, net	(3,127)		(3,155)
Net cash provided by financing activities	42,336		81,466
Net change in cash, cash equivalents and restricted cash	29,843		4,405
Cash, cash equivalents and restricted cash, beginning of period	19,679		25,199
Cash, cash equivalents and restricted cash, end of period	$	49,522	$	29,604

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 per share (“common stock”), is listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “SMC.” For all periods presented, the Company has operated in an Up-C tax structure, with the Company owning SMLP alongside holders of a noncontrolling limited partnership interest.

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 also 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

There have been no changes to the Company’s significant accounting policies since December 31, 2025.

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 disclosures.

ASU 2025-11, Interim Reporting (“ASU 2025-11”) which 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, interim disclosures 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 and disclosures.

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3. ACQUISITION

Moonrise Acquisition. On March 10, 2025, the Company completed the transaction contemplated in 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 other 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)	$	89,771
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	1,879
Accounts receivable	3,482

Property, plant and equipment, net	74,328
Intangibles	13,114
Other assets	758
Trade accounts payable, accrued expenses and other	(3,790)
Net assets acquired and liabilities assumed	$	89,771

(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 value of acquired equipment is 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 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:


	Three Months Ended March 31, 2025
Revenues	$	136,676
Net income	$	3,836

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 at 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 impracticable 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 March 31, 2026, expected to be recognized during the remainder of 2026 and over the remaining contract period related to performance obligations that are unsatisfied and are comprised of estimated MVC shortfall payments.


(In thousands)	2026		2027		2028		2029		2030		Thereafter

Gathering services and related fees	$	18,589	$	8,076	$	5,399	$	—	$	—	$	—

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Revenue by category. In the following tables, revenue is disaggregated by geographic area and major products and services. For more detailed information about reportable segments. (See Note 15 - Segment Information for additional information.)


	Three Months Ended March 31, 2026
	Gathering services and related fees		Natural gas, NGLs and condensate sales		Other revenues		Total
	(In thousands)
Reportable Segments:
Rockies	$	14,718	$	69,781	$	1,604	$	86,103
Permian	—		—		947		947
Mid-Con	31,585		3,295		2,230		37,110
Piceance	13,267		575		1,140		14,982
Total reportable segments	59,570		73,651		5,921		139,142
Corporate and other	—		—		—		—
Total	$	59,570	$	73,651	$	5,921	$	139,142


	Three Months Ended March 31, 2025
	Gathering services and related fees		Natural gas, NGLs and condensate sales		Other revenues		Total
	(In thousands)
Reportable Segments:
Rockies	$	16,045	$	54,824	$	4,918	$	75,787
Permian	—		—		910		910
Mid-Con	$	32,377	$	3,597	$	2,193	$	38,167
Piceance	15,743		906		1,184		17,833
Total reportable segments	64,165		59,327		9,205		132,697
Corporate and other	—		—		—		—
Total	$	64,165	$	59,327	$	9,205	$	132,697

5. PROPERTY, PLANT AND EQUIPMENT

Details on the Company’s property, plant and equipment follow:


	March 31, 2026		December 31, 2025
	(In thousands)
Gathering and processing systems and related equipment	$	2,472,385	$	2,451,820
Construction in progress	47,175		54,367
Land and line fill	16,311		16,311
Other	72,188		70,756
Total	2,608,059		2,593,254
Less: accumulated depreciation	(771,701)		(749,108)
Property, plant and equipment, net	$	1,836,358	$	1,844,146

Depreciation expense and capitalized interest for the Company follow:


	Three Months Ended March 31,
		2026		2025
		(In thousands)
Depreciation expense		$	23,218	$	24,696
Capitalized interest		420		396

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6. DEFERRED REVENUE

The balances in deferred revenue as of March 31, 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 follow:


	Current		Noncurrent
	(In thousands)
Deferred revenue, December 31, 2025	$	10,122	$	18,398
Add: additions	1,838		1,017
Less: reclassifications to current deferred revenue, revenue recognized and other	(2,825)		(1,838)
Deferred revenue, March 31, 2026	$	9,135	$	17,577

7. DEBT

Debt for the Company as of March 31, 2026, and December 31, 2025, follow:


	March 31, 2026		December 31, 2025
	(In thousands)
Amended and Restated ABL Facility: Summit Holdings’ asset based credit facility due July 2029	$	116,000	$	113,000
New Permian Transmission Facility: Summit Permian Transmission’s variable rate senior secured term loan due March 2031	340,000		—
Legacy Permian Transmission Term Loan: Summit Permian Transmission’s variable rate senior secured term loan due January 2028	—		116,998
2029 Secured Notes: 8.625% senior secured second lien notes due October 2029	825,000		825,000
Less: unamortized debt discount, premium and debt issuance costs	(15,236)		(9,428)
Total debt, net of unamortized debt discount, premium and debt issuance costs	1,265,764		1,045,570
Less: current portion of long-term debt	(850)		(21,223)
Total long-term debt	$	1,264,914	$	1,024,347

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 comprised 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. As of March 31, 2026, the most recent borrowing base determination of eligible assets totaled $802.3 million, an amount greater than the $500.0 million of aggregate lending commitments.

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 March 31, 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 our 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 our 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 (viii) 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 March 31, 2026, the First Lien Net Leverage Ratio (as defined in the Amended and Restated ABL Agreement) was 0.35:1.00 and the Interest Coverage Ratio was 2.74:1.00. As of March 31, 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 March 31, 2026, the applicable margin under the adjusted SOFR borrowings was 2.750%, the interest rate was 6.52%, and the total available borrowing capacity totaled $381.3 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, SMC’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 commitments, $50.0 million in delayed draw commitments (with a commitment fee of 1.00% per annum) and a $50.0 million uncommitted

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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 Summit Permian Transmission’s total debt to EBITDA ratio, as defined, ratio is less than 6.00:1.00.

As of March 31, 2026, the applicable margin under the adjusted term SOFR borrowings was 4.000% and the average interest rate was 7.67%. The available committed portion of the New Permian Transmission Facility totaled $50.0 million and is subject to a commitment fee of 1.0%. As of March 31, 2026, the Company was in compliance with the financial covenants of the New Permian Transmission Facility.

Concurrent with establishing the New Permian Transmission Facility, Summit Permian Transmission entered into a $7.0 million letter of credit arrangement.

Summit Permian Transmission entered into interest rate hedges with notional amounts representing approximately 30% of the New Permian Transmission Facility at a fixed SOFR-based rate of 3.65%.

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 March 31, 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.

At any time prior to July 31, 2026, Summit Holdings may on any one or more occasions redeem up to 40% of the aggregate principal amount of the 2029 Secured Notes at a redemption rate of 108.625% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the redemption date, in an amount not greater than the net cash proceeds of one or more equity offerings. At any time before July 31, 2026, Summit Holdings may also redeem the 2029 Secured Notes, in whole or in part, at a price equal to 100% of their principal amount, plus a make-whole premium, together with accrued and unpaid interest to, but not including, the redemption date. Thereafter, 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	104.313	%
July 31, 2027 to July 30, 2028	102.156	%
July 31, 2028 and thereafter	100.000	%

As of March 31, 2026, the Company was in compliance with the financial covenants of the indenture governing the 2029 Secured Notes.

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8. 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 are 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 March 31, 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 March 31, 2027. Each of these amounts represent the Company’s best estimate for costs expected to be incurred. Neither of these amounts have been discounted to their 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	$	1,762
Payments made	(127)
Changes in estimates	(10)
Accrued environmental remediation, March 31, 2026	$	1,625

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 March 31, 2026 and December 31, 2025, the accrued loss liability for the 2015 Blacktail Release was $8.3 million and 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 $8.3 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 our 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 us 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.

9. FINANCIAL INSTRUMENTS

Fair Value. A summary of the estimated fair value of our debt financial instruments follow:


	March 31, 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	$	825,000	$	849,063	$	825,000	$	851,125

(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 New Permian Transmission Facility, and the Legacy Permian Transmission Term Loan represent their fair value due to their floating interest rates. The fair value of the 2029 Secured Notes is based on an average of nonbinding broker quotes as of March 31, 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 controlling approximately 39% of the voting power in the Company as of March 31, 2026. 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 three months ended March 31, 2026 and 2025, the Company recorded a $0.5 million loss and a $9.0 million gain on the fair value remeasurement of the Tall Oak deferred earn-out, respectively. (See Note 9 - Financial Instruments for additional information.)

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 March 31, 2026 and December 31, 2025, the outstanding notional amounts of interest rate swaps was $100.0 million and $101.5 million, respectively. As of March 31, 2026, the Company’s interest rate swap agreement is in a liability position and had a fair value of $0.3 million and is recorded within other noncurrent liabilities within the unaudited condensed consolidated balance sheet. As of December 31, 2025, the Company’s interest rate swap agreements had a fair value of $6.6 million and is recorded within other noncurrent assets within the unaudited condensed consolidated balance sheet. The derivative instruments’ fair value are determined using level 2 inputs from the fair value hierarchy.

For the three month period ended March 31, 2026, the Company recorded a loss on interest rate swaps of $0.2 million. 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.

For the three month period ended March 31, 2025, the Company recorded a loss on interest rate swaps of $1.0 million.

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10. EQUITY AND MEZZANINE EQUITY

Common Stock. An update on the number of shares of common stock follows for the period from December 31, 2025 to March 31, 2026:


						Shares of Common Stock
Shares, December 31, 2025						12,262,320
Shares issued for SMC LTIP, net						200,615
Related party shares issued for cash						1,351,351
Shares, March 31, 2026						13,814,286

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.

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 our 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 March 31, 2026.


			Shares of Class B Common Stock
Shares, December 31, 2025			6,524,467
2026 activity			—
Shares, March 31, 2026			6,524,467

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 on 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.

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 floating rate established on March 15, 2026 for the period ended June 30, 2026 was 11.4%.

The board of directors of Summit Midstream Corporation reinstated cash dividends on its Series A Preferred Stock beginning on March 14, 2025. During the three month periods ended March 31, 2026 and 2025, cash dividend payments totaling $49.4 million and $3.4 million were paid, respectively. The cash dividend payment for the quarterly period ended March 31, 2026 includes a payment of $46.3 million for accrued and unpaid dividends owed from March 15, 2020 to December 14, 2024.

As of March 31, 2026 and December 31, 2025, the Company had 65,508 shares of Series A Preferred Stock outstanding.

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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 SMC 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 March 31, 2026 follow:


	Partnership Common Units owned by Tall Oak Parent	Partnership Common Units Owned by the Company	Total Partnership Common Units
Units, December 31, 2025	6,524,467	12,262,320	18,786,787
Units issued for SMC LTIP, net	—	200,615	200,615
Related party units issued for cash	—	1,351,351	1,351,351
Units, March 31, 2026	6,524,467	13,814,286	20,338,753

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 be established in the future that expressly ranks 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 be established in the future that is not expressly made senior or subordinated to the Subsidiary Series A Preferred Units as to the payment of distributions and amounts payable on a liquidation event. The Subsidiary Series A Preferred Units ranked junior to (i) all of Permian Holdco’s or a subsidiary of Permian Holdco’s future indebtedness 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 is expressly made senior to the Subsidiary Series A Preferred Units as to the payment of distributions and amounts payable upon a liquidation event. Income is 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 in full, 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 March 31, 2026, net of $0.6 million of unamortized issuance costs as of December 31, 2025:


	(In thousands)
Balance, December 31, 2025	$	141,296
Redemption accretion, net of issuance cost amortization	1,930
Cash distribution and redemption	(143,226)
Balance, March 31, 2026	$	—

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 March 31, 2026, the Company’s noncontrolling interest is approximately 32.1% 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	$	400,376
Net loss	(2,914)
Equity shift	(78,286)
Balance as of March 31, 2026	$	319,176

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Equity shift - Change in Ownership of Consolidated Subsidiary. During the three months ended March 31, 2026, the Company had an equity shift and its noncontrolling interest was reduced by $78.3 million. During the three months ended March 31, 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. These equity issuances increased the Company’s ownership percentage of SMLP and decreased 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 all 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 Senior Notes.

11. EARNINGS PER SHARE

The following table details the components of EPS.


	Three Months Ended March 31,
		2026		2025
	(In thousands, except per-share amounts)
Numerator for basic and diluted EPS:
Net income (loss)		$	(3,166)	$	4,634
Less: Net income attributable to Subsidiary Series A Preferred Units		(1,930)		(3,592)
Less: Net income attributable to Series A Preferred Stock		(3,113)		(3,918)
Add: Net loss attributable to noncontrolling interest		2,914		989
Net loss attributable to Summit Midstream Corporation		$	(5,295)	$	(1,887)

Denominator for basic and diluted EPS:
Weighted-average number of shares outstanding – basic		12,329		11,767
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		12,329		11,767

Net loss per share:
Common Stock – basic		$	(0.43)	$	(0.16)
Common Stock – diluted		$	(0.43)	$	(0.16)
Class B Common Stock - basic and diluted		$	—	$	—

Nonvested anti-dilutive restricted shares excluded from the calculation of diluted EPS		236		462
Class B Common Stock		6,524		6,535

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12. SUPPLEMENTAL CASH FLOW INFORMATION


	Three Months Ended March 31,
	2026		2025
	(In thousands)
Supplemental cash flow information:
Cash interest paid	$	41,328	$	34,199
Cash paid for taxes	$	—	$	85

Noncash investing and financing activities:
Capital expenditures in trade accounts payable (period-end accruals)	$	7,807	$	7,128
Accretion of Subsidiary Series A Preferred Units, net of issuance cost amortization	$	1,930	$	3,592
Equity consideration for Moonrise Acquisition	$	—	$	17,895

13. 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:

•For the three-month period ended March 31, 2026, the Company granted 177,854 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 $5.4 million and the awards generally vest ratably over a three-year period.

•For the three-month period ended March 31, 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.

•For the three-month period ended March 31, 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.

As of March 31, 2026, approximately 0.3 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.

14. INCOME TAXES

Summit Midstream Corporation’s effective income tax rate for the three months ended March 31, 2026 and 2025 was 24.04% and 6.00%, respectively. Summit Midstream Corporation’s effective income tax rate for the three months ended March 31, 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.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized, and when necessary, valuation allowances are provided. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. SMC assesses the realizability of its deferred tax assets quarterly and considers carryback availability, the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. No valuation allowance has been recognized as of March 31, 2026.

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15. 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.

•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		Piceance		Mid-Con
Three Months Ended March 31, 2026
Revenues: (1)
Gathering services and related fees	$	14,718	$	—	$	13,267	$	31,585
Natural gas, NGL’s and condensate sales	69,781		—		575		3,295
Other revenues	1,604		947		1,140		2,230
Total revenues	$	86,103	$	947	$	14,982	$	37,110
Less:
Cost of natural gas and NGLs (excludes deductions for gathering, processing, and other fees)	$	54,851	$	—	$	—	$	—
Cost of natural gas and NGLs (amounts withheld from customers for the Company’s gathering, processing and other fees)	(15,479)		—		—		—
Employee costs	5,472		—		1,582		2,747
Materials, parts, and other operating expenses	5,483		—		1,077		4,156
Indirect and passthrough (3)	5,908		—		2,181		10,139
Other segment items (2)	3,493		(7,783)		572		741
Segment Adjusted EBITDA	$	26,375	$	8,730	$	9,570	$	19,327


















	Rockies		Permian		Piceance		Mid-Con
Three Months Ended March 31, 2025
Revenues: (1)
Gathering services and related fees	$	16,045	$	—	$	15,743	$	32,377
Natural gas, NGL’s and condensate sales	54,824				906		3,597
Other revenues	4,918		910		1,184		2,193
Total revenues	$	75,787	$	910	$	17,833	$	38,167
Less:
Cost of natural gas and NGLs (excludes deductions for gathering, processing, and other fees)	$	48,422	$	—	$	292	$	—
Cost of natural gas and NGLs (amounts withheld from customers for the Company’s gathering, processing and other fees)	(13,280)		—		—		—
Employee costs	4,209		—		1,580		2,505
Materials, parts, and other operating expenses	4,486		—		1,805		2,904
Indirect and passthrough (3)	4,215		—		2,296		9,865
Other segment items (2)	2,866		(7,360)		74		436
Segment Adjusted EBITDA	$	24,869	$	8,270	$	11,786	$	22,457

(1) The Company’s revenues are attributable solely to external customers located within the U.S.

(2) For the three months ended March 31, 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;

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•Mid-Con - includes general and administrative expenses, operations and maintenance expenses, adjustments related to capital reimbursement activity, 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.

Assets by reportable segment follow:


	March 31, 2026		December 31, 2025
	(In thousands)
Assets (1):
Rockies	$	997,759	$	983,074
Permian	269,766		283,090
Mid-Con	754,738		753,517
Piceance	336,182		341,957
Total reportable segment assets	2,358,445		2,361,638
Corporate and Other	47,948		25,971
Total assets	$	2,406,393	$	2,387,609

(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 March 31,
		2026		2025
		(In thousands)
Depreciation and amortization:
Rockies		$	10,757	$	9,753
Permian		—		—
Mid-Con (1)		8,982		8,058
Piceance		6,876		10,550
Total reportable segment depreciation and amortization		26,615		28,361
Corporate and Other		328		391
Total depreciation and amortization		$	26,943	$	28,752

(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 follow:


	Three Months Ended March 31,
		2026		2025
		(In thousands)
Cash paid for capital expenditures:
Rockies		$	10,976	$	11,473

Mid-Con		7,320		7,222
Piceance		239		1,090
Total reportable segment capital expenditures		18,535		19,785
Corporate and Other		742		821
Total cash paid for capital expenditures		$	19,277	$	20,606

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

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services fees), certain natural gas and crude oil marketing services, transaction costs, interest expense, and income tax expense or benefit from segment adjusted EBITDA.

A reconciliation of total of reportable segments’ measure of profit to income or loss before income taxes and income from equity method investees follow:


	Three Months Ended March 31,
		2026		2025
		(In thousands)
Reconciliation of segment adjusted EBITDA to income (loss) before income taxes:
Total segment adjusted EBITDA		$	64,002	$	67,382
Less:
Corporate and Other expense (1)		10,955		3,197
Income from equity method investees		(5,237)		(4,840)
Interest expense		25,013		22,537
Depreciation and amortization (2)		26,943		28,752
Proportional adjusted EBITDA for equity method investees		7,871		7,404
Adjustments related to capital reimbursement activity (3)		(2,825)		(1,946)
Equity compensation		3,036		2,375
Loss on asset sales, net		29		—
Loss on sale of business		—		43


Transaction costs and other		2,385		4,930

Income (loss) before income taxes		$	(4,168)	$	4,930

(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 months ended March 31, 2026, other expense consisted primarily of loss on the fair value remeasurement of the Tall Oak earn-out. For the three months ended March 31, 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.

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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 segment 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 Months Ended March 31, 2026 and 2025” section included herein.


	Three Months Ended March 31,
			2026		2025
		(In thousands)
Net income (loss)			$	(3,166)	$	4,634
Reportable segment adjusted EBITDA
Rockies			$	26,375	$	24,869
Permian			8,730		8,270
Mid-Con			19,327		22,457
Piceance			9,570		11,786

Net cash provided by operating activities			$	6,870	$	16,030

Net cash used in investing activities
Capital expenditures (1)			19,277		20,606
Cash consideration paid for the acquisition of Moonrise, net of cash acquired			—		(69,997)
Investment in equity method investee - Double E			—		(2,488)

Net cash provided by financing activities
Borrowings under New Permian Transmission Facility			340,000		—
Debt repayments - Legacy Permian Transmission Term Loan			(116,998)		(3,998)
Borrowings on Amended and Restated ABL Facility			78,000		90,000
Debt repayments - Amended and Restated ABL Facility			(75,000)		(250,000)
Distributions and redemption of Subsidiary Series A Preferred Units			(143,226)		(1,628)
Distributions on Series A Preferred Stock			(49,416)		(3,359)
Related party shares issued for cash, net			41,459		—
Related party settlement of Tall Oak earn-out			(21,304)		—
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 the ongoing U.S. military operation in Iran, and the threatened and actual closing of oil shipping routes, including the Strait of Hormuz, by Iran and affiliated groups, the current Russia-Ukraine conflict, international sanctions against Russia, the U.S. military operation in Venezuela, and 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

economic sanctions, and political instability;

•Capital markets availability and cost of capital; and

•Inflation and shifts in operating costs.

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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.

2026 capital structure transactions. During the quarterly period ended March 31, 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.

•Legacy Permian Transmission Credit Facilities Refinancing. 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.

•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 Units. In March 2026, we made a cash dividend payment to the holders of our Series A Preferred Units 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.

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 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, and 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 recent change in Venezuela’s political leadership, 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 filing, 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 increase in U.S. LNG exports. Over the next several 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

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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 March 31, 2026, we had approximately $825.0 million principal of fixed-rate debt, $116.0 million outstanding under our variable rate Amended and Restated ABL Facility and $340.0 million outstanding under the variable rate New Permian Transmission Facility. (See Note 7 - Debt for additional information.) As of March 31, 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 Months Ended March 31, 2026 and 2025

The following table presents certain consolidated financial and operating data.


	Three Months Ended March 31,
		2026		2025
		(In thousands)
Revenues:
Gathering services and related fees		$	59,570	$	64,165
Natural gas, NGLs and condensate sales		73,651		59,327
Other revenues		5,921		9,205
Total revenues		139,142		132,697
Costs and expenses:
Cost of natural gas and NGLs		39,372		35,434
Operation and maintenance		38,217		33,530
General and administrative		17,873		16,600
Depreciation and amortization		26,708		28,517
Transaction costs		222		2,793
Acquisition integration costs		373		1,244
Loss on asset sales, net		29		—

Total costs and expenses		122,794		118,118
Other income (expense), net		(590)		9,057
Loss on interest rate swaps		(150)		(966)
Loss on sale of business		—		(43)

Interest expense		(25,013)		(22,537)

Income from equity method investees		5,237		4,840
Income (loss) before income taxes		(4,168)		4,930
Income tax benefit (expense)		1,002		(296)

Net income (loss)		$	(3,166)	$	4,634

Volume throughput (1):
Aggregate average daily throughput - natural gas (MMcf/d)		870		883
Aggregate average daily throughput - liquids (Mbbl/d)		64		74

(1)Excludes volume throughput for Double E. For additional information, see the Permian section herein under the caption “Segment Overview for the Three Months Ended March 31, 2026 and 2025”.

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Volumes – Gas. Natural gas throughput volumes decreased 13 MMcf/d for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, reflecting:

•a volume throughput increase of 38 MMcf/d for the Rockies segment.

•a volume throughput decrease of 12 MMcf/d for the Mid-Con segment.

•a volume throughput decrease of 39 MMcf/d for the Piceance segment.

Volumes – Liquids. Crude oil and produced water throughput volumes at the Rockies segment decreased for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to natural production declines, offset by 11 new well connections that came online subsequent to March 31, 2025.

For additional information on volumes, see the “Segment Overview for the Three Months Ended March 31, 2026 and 2025” section herein.

Revenues. Total revenues increased $6.4 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025, comprised of a $14.3 million increase in natural gas, NGLs and condensate sales, a $4.6 million decrease in gathering services and related fees and a $3.3 million decrease in other revenue.

Gathering Services and Related Fees. Gathering services and related fees decreased $4.6 million compared to the three months ended March 31, 2025, primarily reflecting:

•a $1.3 million decrease in the Rockies;

•a $0.8 million decrease in the Mid-Con; and

•a $2.5 million decrease in the Piceance, primarily due to decreased volume throughput.

Natural Gas, NGLs and Condensate Sales. Natural gas, NGLs and condensate revenues increased $14.3 million compared to the three months ended March 31, 2025, primarily reflecting:

•a $15.0 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.

Costs and Expenses. Total costs and expenses increased $4.7 million during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Cost of Natural Gas and NGLs. Cost of natural gas and NGLs increased $3.9 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025 primarily related to the Moonrise Acquisition in late March 2025.

Operation and Maintenance. Operation and maintenance expense increased $4.7 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025 primarily as a result of the Moonrise Acquisition which closed in March 2025.

General and administrative. General and administrative expense increased $1.3 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025 primarily as a result of increased employee salaries and benefits expense and a $2.0 million expense related to the settlement of an outstanding commercial dispute. These increases were partially offset by lower contract labor expense. For the three months ended March 31, 2026 and 2025, general and administrative expenses include $3.0 million and $2.4 million of noncash stock-based compensation, respectively.

Depreciation and amortization. Depreciation and amortization expense decreased $1.8 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to certain Piceance segment assets that were disposed of during the quarterly period ended September 30, 2025.

Transaction costs. During the three months ended March 31, 2025, transaction costs primarily relate to the Moonrise Acquisition and Tall Oak Acquisition.

Acquisition integration costs. Acquisition and integration costs during the three months ended March 31, 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 $2.5 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025 primarily related to $1.6 million of increased debt issuance cost amortization, primarily related to the write off of the remaining unamortized debt issuance costs on the Legacy Permian Transmission Credit Facilities and $1.1 million of increased interest expense related to the issuance of the Additional 2029 Secured Notes.

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Income Tax. For the three months ended March 31, 2026, the Company recorded a tax benefit of $1.0 million. Our effective tax rate was different from the U.S. federal statutory income tax rate primarily due to the net income allocated to the noncontrolling interest, tax benefits related to stock-based compensation, and nondeductible executive compensation.

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Segment Overview for the Three Months Ended March 31, 2026 and 2025

Rockies.

Volume throughput for our Rockies reportable segment follow:


		Rockies
	Three Months Ended March 31,
		2026	2025	Percentage Change
Aggregate average daily throughput - natural gas (MMcf/d)		167	129	29%
Aggregate average daily throughput - liquids (Mbbl/d)		64	74	(14%)

Natural gas. Natural gas volume throughput increased 29% for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily reflecting 100 new well connections that came online subsequent to March 31, 2025 and additional throughput in connection with the Moonrise Acquisition, partially offset by natural production declines.

Liquids. Liquids volume throughput decreased 14% for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily due to natural production declines, partially offset by 11 new well connections that came online subsequent to March 31, 2025.

Financial data for our Rockies reportable segment follows.


		Rockies
	Three Months Ended March 31,
		2026		2025		Percentage Change
	(In thousands)
Revenues:
Gathering services and related fees		$	14,718	$	16,045	(8)%
Natural gas, NGLs and condensate sales		69,781		54,824		27%
Other revenues		1,604		4,918		(67)%
Total revenues		86,103		75,787		14%
Costs and expenses:
Cost of natural gas and NGLs		39,372		35,142		12%
Operation and maintenance		16,536		12,697		30%
General and administrative		3,724		1,406		165%
Depreciation and amortization		10,757		9,753		10%

(Gain) loss on asset sales, net		15		—		*

Total costs and expenses		70,404		58,998		19%
Add:
Depreciation and amortization		10,757		9,753

Adjustments related to capital reimbursement activity		(2,001)		(1,714)
(Gain) loss on asset sales, net		15		—

Other		1,905		41
Segment adjusted EBITDA		$	26,375	$	24,869	6%

* Not considered meaningful

Three months ended March 31, 2026. Segment adjusted EBITDA increased $1.5 million, compared to the three months ended March 31, 2025, primarily as a result of increased throughput described above, partially offset by lower freshwater sales.

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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 March 31,
	2026		2025
Gathering services and related fees	$	9,239	$	11,703
MVC shortfall (payments) in gathering services and related fees	—		—
Gathering services and related fees included in costs of goods sold	394		77
Adjustments related to capital reimbursement activity	(124)		(124)

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 March 31,
	2026		2025
Gathering services and related fees	$	5,479	$	4,342
MVC shortfall (payments) in gathering services and related fees	(183)		(572)
Gathering services and related fees included in costs of goods sold	15,086		13,202
Adjustments related to capital reimbursement activity	(1,878)		(1,590)

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Permian.

Volume throughput for our Permian reportable segment follow:


		Permian
	Three Months Ended March 31,
		2026	2025	Percentage Change
Average daily throughput (MMcf/d) (Double E)		805	664	21%

Volume throughput for Double E increased 21% for the three months ended March 31, 2026, compared to the three months ended March 31, 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) three new precedent agreements for projects not yet placed in service. These precedent agreements are expected to require between $45.0 and $50.0 million of capital investment by Summit Permian Transmission, all of which is expected to be funded with 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	1,115,000	14,438	1,129,438
2027	1,115,000	178,493	1,293,493
2028	1,115,000	335,301	1,450,301
2029	1,115,000	519,315	1,634,315
2030	1,115,000	540,000	1,655,000
2031	1,009,521	540,000	1,549,521
2032	240,000	540,000	780,000
2033	240,000	540,000	780,000
2034	105,753	540,000	645,753
2035	9,863	540,000	549,863

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Financial data for our Permian reportable segment follow:


		Permian
	Three Months Ended March 31,
		2026		2025		Percentage Change
	(In thousands)
Revenues:
Other revenues		$	947	$	910	4%
Total revenues		947		910		4%
Costs and expenses:
General and administrative		88		44		100%

Total costs and expenses		88		44		100%
Add:

Proportional adjusted EBITDA for Double E		7,871		7,404		6%
Segment adjusted EBITDA		$	8,730	$	8,270	6%

Three months ended March 31, 2026. Segment adjusted EBITDA increased $0.5 million, compared to the three months ended March 31, 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 follow:


		Mid-Con
	Three Months Ended March 31,
		2026	2025	Percentage Change
Average daily throughput (MMcf/d)		476	488	(2%)

Volume throughput decreased for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily as a result of natural production declines, partially offset by 33 new well connections that came online subsequent to March 31, 2025.

Financial data for our Mid-Con reportable segment follow:


		Mid-Con
	Three Months Ended March 31,
		2026		2025		Percentage Change
	(In thousands)
Revenues:
Gathering services and related fees		$	31,585	$	32,377	(2%)
Natural gas, NGLs and condensate sales		3,295		3,597		(8%)
Other revenues (1)		2,230		2,193		2%
Total revenues		37,110		38,167		(3%)
Costs and expenses:

Operation and maintenance		16,919		15,193		11%
General and administrative		611		425		44%
Depreciation and amortization (1)		8,747		7,823		12%
Integration costs		15		590		(97%)
Total costs and expenses		26,292		24,031		9%
Add:
Depreciation and amortization (1)		8,982		8,058
Integration costs		15		590
Adjustments related to capital reimbursement activity		(498)		(332)
Other		10		5
Segment adjusted EBITDA		$	19,327	$	22,457	(14%)

________

(1) Includes the amortization expense associated with our favorable gas gathering contracts as reported in Other revenues.

Three months ended March 31, 2026. Segment adjusted EBITDA decreased $3.1 million, compared to the three months ended March 31, 2025, primarily as a result of lower volume throughput discussed above as well as a temporary increase in field compression equipment expense.

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Piceance.

Volume throughput for our Piceance reportable segment follow:


		Piceance
	Three Months Ended March 31,
		2026	2025	Percentage Change
Aggregate average daily throughput (MMcf/d)		227	266	(15%)

Volume throughput decreased 15% for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily as a result of natural production declines and an 8MMcf/d decrease from shut-in impacts during the quarter ended March 31, 2026.

Financial data for our Piceance reportable segment follow:


		Piceance
	Three Months Ended March 31,
		2026		2025		Percentage Change
	(In thousands)
Revenues:
Gathering services and related fees		$	13,267	$	15,743	(16%)
Natural gas, NGLs and condensate sales		575		906		(37%)
Other revenues		1,140		1,184		(4%)
Total revenues		14,982		17,833		(16%)
Costs and expenses:
Cost of natural gas and NGLs		—		292		(100)%
Operation and maintenance		4,762		5,642		(16)%
General and administrative		324		322		1%
Depreciation and amortization		6,876		10,550		(35)%
(Gain) loss on asset sales, net		14		—		*

Total costs and expenses		11,976		16,806		(29%)
Add:
Depreciation and amortization		6,876		10,550

Adjustments related to capital reimbursement activity		(326)		70
(Gain) loss on asset sales, net		14		—

Other		—		139
Segment adjusted EBITDA		$	9,570	$	11,786	(19%)

________

*Not considered meaningful

Three months ended March 31, 2026. Segment adjusted EBITDA decreased $2.2 million, compared to the three months ended March 31, 2025 primarily as a result of lower volume throughput discussed above as well as contractual step-downs of existing commercial agreements.

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Corporate and Other Overview for the Three Months Ended March 31, 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 March 31,
		2026		2025		Percentage Change
	(In thousands)
Costs and expenses:

General and administrative		$	13,126	$	14,403	(9)%
Transaction costs		222		2,793		(92)%
Acquisition integration costs		358		655		(45)%
Interest expense		25,013		22,537		11%

General and administrative. For the three months ended March 31, 2026, general and administrative expenses attributable to Corporate and Other decreased by $1.3 million compared to the three months ended March 31, 2025, primarily due to lower fees associated with transition services incurred in 2025 for the Tall Oak acquisition, offset by increased employee salaries and benefit expense. For the three months ended March 31, 2026 and 2025, general and administrative expenses included $3.0 million and $2.4 million of noncash stock-based compensation, respectively.

Transaction costs. Transaction costs during the three months ended March 31, 2025 primarily relate to the Moonrise Acquisition and Tall Oak Acquisition.

Acquisition integration costs. Acquisition and integration costs during the three months ended March 31, 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 $2.5 million for the three months ended March 31, 2026, compared to three months ended March 31, 2025, primarily related to $1.6 million of increased debt issuance cost amortization, primarily related to the write off of the remaining unamortized debt issuance costs on the Legacy Permian Transmission Credit Facilities and $1.1 million of increased interest expense related to the issuance of the Additional 2029 Secured Notes.

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 15 - Segment Information to the consolidated financial statements). 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 months ended March 31, 2026.

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Summit Midstream Corporation Tax Structure. We operate the Company in an Up-C tax structure whereby the Company owned 68% of SMLP as of March 31, 2026 and Tall Oak Parent owned the remaining 32% of SMLP as a noncontrolling interest. If on March 31, 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.


	March 31, 2026		Hypothetical Conversion		Post Conversion
Total Assets	$	2,406,393	$	—	$	2,406,393
Total Liabilities and Equity	$	2,406,393	$	—	$	2,406,393

Outstanding Share Summary	March 31, 2026		Hypothetical Conversion		Post Conversion
Common Stock	13,814,286		6,524,467		20,338,753
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 2 - Summary of Significant Accounting Policies and Recently Issued Accounting Standards Applicable to the Company 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 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 March 31, 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 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.

We are in compliance with all covenants contained in the indenture governing the 2029 Secured Notes, the Amended and Restated ABL Facility and the 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 March 31, 2026, the First Lien Net Leverage Ratio (as defined in the Amended and Restated ABL Agreement) and the Interest Coverage Ratio were 0.35:1.00 and 2.74:1.00, respectively.

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Amended and Restated ABL Facility. As of March 31, 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 March 31, 2026, there was $116.0 million outstanding under the Amended and Restated ABL Facility and the available borrowing capacity totaled $381.3 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.

Material Transactions Impacting Liquidity. As discussed elsewhere in Item 2 of this document, we completed the following material transactions during the three months ended March 31, 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.

•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 Units. In March 2026, we made a cash dividend payment to the holders of our Series A Preferred Units 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.

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 follow:


	Three Months Ended March 31,
	2026		2025
	(In thousands)
Net cash provided by operating activities	$	6,870	$	16,030
Net cash used in investing activities	(19,363)		(93,091)
Net cash provided by financing activities	42,336		81,466
Net change in cash, cash equivalents and restricted cash	$	29,843	$	4,405

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Operating activities. Details of operating cash flows follow:

Operating activity cash flows during the three months ended March 31, 2026 primarily reflected:

•a net loss of $3.2 million plus positive adjustments of $35.7 million for non-cash operating items; and

•a $25.6 million outflow due to changes in working capital accounts.

Operating activity cash flows during the three months ended March 31, 2025 primarily reflected:

•a net income of $4.6 million plus adjustments of $29.4 million for non-cash operating items; and

•an $18.0 million outflow due to changes in working capital accounts.

Investing activities. Details of investing cash flows follow:

Investing activity cash flows during the three months ended March 31, 2026 primarily reflected:

•$19.3 million of cash outflows for capital expenditures.

Investing activity cash flows during the three months ended March 31, 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

•$20.6 million of cash outflows for capital expenditures.

Financing activities. Details of financing activities follow:

Financing activity cash flows during the three months ended March 31, 2026 primarily reflected:

•$340.0 million of cash inflows for borrowings under the New Permian Transmission Credit Facility;

•$78.0 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

•$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;

•$75.0 million of cash outflows for repayments on the Amended and Restated ABL Facility;

•$49.4 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.

Financing activity cash flows during the three months ended March 31, 2025 primarily reflected:

•$250.0 million of cash outflows for repayments on the Amended and Restated ABL Facility;

•$4.0 million of cash outflows for repayments on the Legacy Permian Transmission Term Loan;

•$258.4 million of cash inflows from the issuance of the Additional 2029 Secured Notes; and

•$90.0 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 three months ended March 31, 2026, cash paid for capital expenditures totaled $19.3 million which included $3.7 million of maintenance capital expenditures. For the three months ended March 31, 2026, we did not make any contributions to Double E.

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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 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 months ended March 31, 2026, there were no material changes to the off-balance sheet obligations disclosed in our 2025 Annual Report.

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 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 threatened and actual closing of oil shipping routes, including the Strait of Hormuz, by Iran and affiliated groups;

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•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;

•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 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;

•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

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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 connection with the refinancing of the Legacy Permian Transmission Credit Facilities, our variable rate indebtedness increased by $223.0 million. Additionally, as of March 31, 2026, the notional amount of our interest rate swaps remained at approximately $100.0 million. As of March 31, 2026, we had approximately $825.0 million principal of fixed-rate debt, $116.0 million outstanding under our variable rate Amended and Restated ABL Facility and $340.0 million outstanding under the variable rate New Permian Transmission Facility. (See Note 7 - Debt 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 three months ended March 31, 2026, a hypothetical 1% increase (decrease) in interest rates on our variable rate debt would have increased (decreased) our interest expense by approximately $0.7 million, assuming no changes in amounts drawn or other variables under our Amended and Restated ABL Facility, Legacy Permian Transmission Term Loan, and 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.

Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that (i) our disclosure controls and procedures were effective as of March 31, 2026 and (ii) no change in internal control over financial reporting occurred during the quarter ended March 31, 2026, that has materially affected, or is 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 March 31, 2026, we have paid principal amounts totaling $28.0 million and we intend to fully satisfy all monetary obligations by December 31, 2026.

Item 1A. Risk Factors.

The risk factors contained in Item 1A. Risk Factors of the 2025 Annual Report 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Other than the shares of common stock issued to Tall Oak Parent for cash on March 31, 2026, we did not sell any unregistered equity securities during the quarter ended March 31, 2026.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosure.

Not applicable.

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Item 5. Other Information.

During the three months ended March 31, 2026, the following officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted a Rule 10b5-1 trading arrangement as defined in Item 408(a) of Regulation S-K.

James D. Johnston, the Company’s Executive Vice President, General Counsel and Chief Compliance Officer, entered into a Rule 10b5-1 trading arrangement adopted March 23, 2026 (the “Adoption Date”) providing for the sale from time to time of an aggregate of up to 10,400 shares of our common stock subject to limit price, no-sale periods, monthly quantity limits, and a selling start date the later of (i) July 2, 2026, (ii) the 91st day after the Adoption Date, or the earlier of (iii) the third business day following issuance of the financial results in this Form 10-Q or the 121st day after the Adoption Date. No transactions have occurred under the trading arrangement. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until April 5, 2027, or earlier expiration if all transactions under the trading arrangement are completed.

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)).
4.1		Third Supplemental Indenture, dated May 9, 2025, among Summit Midstream Holdings, LLC, Moonrise Midstream, LLC, Mountaineer Midstream Company, LLC, Centennial Water Pipelines, LLC, Summit Midstream Finance Corp. and Regions Bank, as trustee and collateral agent (Incorporated herein by reference to Exhibit 4.5 to SMC’s Annual Report on Form 10-K filed March 16, 2026 (Commission File No. 001-42201)).
10.1		Securities Purchase Agreement, by and among Summit Midstream Corporation, Summit Midstream Partners, LP, Tall Oak Midstream Holdings, LLC and Connect Midstream, LLC, dated as of March 31, 2026 (Incorporated herein by reference to Exhibit 10.1 to SMC’s Current Report on Form 8-K filed April 2, 2026 (Commission File No. 001-42201)).
10.2	†	Credit Agreement, dated as of March 16, 2026, among Summit Permian Transmission, LLC, as borrower, EPIC Administration, LLC, as administrative agent, the lenders party thereto from time to time and Nuveen Alternative Advisors, LLC, as sole lead arranger (Incorporated herein by reference to Exhibit 10.15 to SMC’s Annual Report on Form 10-K filed March 16, 2026 (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.

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* 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)

May 11, 2026			/s/ WILLIAM J. MAULT
			William J. Mault, Executive Vice President and Chief Financial Officer (Principal Financial Officer)