(3) Transactions

(a) HG Acquisition

On December 5, 2025, Antero Midstream Partners LP (“Antero Midstream Partners”), an indirect, wholly-owned subsidiary of the Company, entered into a definitive agreement to acquire 100% of the issued and outstanding equity interests of HG Energy II Midstream Holdings, LLC (“HG Midstream”) for cash consideration of $1.1 billion, subject to the terms and conditions thereof (the “HG Acquisition”). The HG Acquisition included gathering pipelines and integrated water handling assets in the core of the Marcellus Shale in West Virginia. On December 8, 2025, the Company deposited approximately $83 million into escrow to be credited towards the cash consideration payable at the closing of the HG Acquisition, which was classified as restricted cash on the Company’s consolidated balance sheet as of December 31, 2025. This acquisition closed on February 3, 2026 (the “Closing Date”), with an effective date of January 1, 2026. In light of the nature and location of the assets and operations acquired in the HG Acquisition, the Company and Antero Resources agreed in principle to certain updates to, and intend to modify, their existing commercial arrangements to provide for well pad compression with respect to certain wells and to provide certain water services. See Note 6—Revenue for additional information.

The HG Acquisition has been accounted for using the acquisition method of accounting with Antero Midstream Partners identified as the acquirer of HG Midstream. The Company is still completing its analysis of the final purchase price allocation, including the fair values to be assigned to property and equipment and customer relationships, among others. Adjustments to the preliminary purchase price allocation recorded during the three months ended June 30, 2026 primarily relate to additional information obtained by the Company between the Closing Date and June 30, 2026 about facts and circumstances that existed on the Closing Date, including the completion of the post-closing settlement statement and updates to our property and equipment and customer relationship valuations, among others. The Company expects to complete the purchase price allocation during the 12-month period following the Closing Date. The table below summarizes the preliminary purchase price and estimated fair values of the assets acquired and liabilities assumed as of the Closing Date. See Note 14—Fair Value Measurement for additional information on the fair value assumptions and hierarchy used in the HG Acquisition preliminary purchase price allocation.

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The Company’s financial statements include $9 million of acquisition-related costs associated with the HG Acquisition during the six months ended June 30, 2026, which are recorded in transaction expense in the unaudited condensed consolidated statements of operations and comprehensive income.

The following table summarizes amounts contributed by the assets acquired in the HG Acquisition to the Company’s unaudited condensed consolidated results of operations and comprehensive income upon transaction closing on the Closing Date:

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Pro forma condensed consolidated results of operations and comprehensive income are not presented because the HG Acquisition was not significant to the Company’s unaudited condensed consolidated financial statements.

(b) Utica Shale Divestiture

On December 5, 2025, certain wholly-owned subsidiaries of the Company entered into a purchase and sale agreement with two third-party buyers (collectively, the “Buyer Parties”) to sell substantially all of the Company’s Utica Shale midstream assets located in Ohio (the “Utica Shale Property and Equipment”) for aggregate cash consideration of $400 million, before closing adjustments, subject to the terms and conditions thereof (the “Utica Shale Divestiture”). The Utica Shale Property and Equipment included 118 miles of gathering pipelines, 0.7 Bcfe/d of compression capacity, 85 miles of water pipelines and 12 water impoundments with storage capacity of approximately 2 million barrels. The Utica Shale Divestiture closed on February 23, 2026, with an effective date of July 1, 2025.

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

The cash consideration received for the Utica Shale Divestiture, less costs to sell, of approximately $380 million was less than its carrying value of the Utica Shale Property and Equipment’s net assets. Accordingly, the Company reduced the carrying value of the Utica Shale Property and Equipment to the estimated selling price less costs to sell and recorded a loss on long-lived assets of $87 million during the year ended December 31, 2025 in its statements of operations and comprehensive income. During the six months ended June 30, 2026, the Company recorded a gain on long-lived assets of $3 million to reflect the cash consideration received for the Utica Shale Divestiture, less costs to sell, upon transaction closing.

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

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