Antero Midstream Corp: Form 10-Q for the period ended Sep 30, 2025

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this report. The information provided below supplements, but does not form part of, our unaudited condensed consolidated financial statements. This discussion contains forward-looking statements that are based on the views and beliefs of our management, as well as assumptions and estimates made by our management. Actual results could differ materially from such forward-looking statements as a result of various risk factors, including those that may not be in the control of management. For further information on items that could impact our future operating performance or financial condition, see “Item 1A. Risk Factors” and the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law. In this section, references to “Antero Midstream,” “AM,” the “Company,” “we,” “us,” and “our” refer to Antero Midstream Corporation and its consolidated subsidiaries, unless otherwise indicated or the context otherwise requires.

Overview

We are a growth-oriented midstream energy company formed to own, operate and develop midstream energy assets to primarily service Antero Resources’ production and completion activity. We believe that our strategically located assets and our relationship with Antero Resources have allowed us to become a leading midstream energy company serving the Appalachian Basin and present opportunities to expand our midstream services to other operators in the Appalachian Basin. Our assets consist of gathering pipelines, compressor stations and interests in processing and fractionation plants that collect and process production from Antero Resources’ wells in the Appalachian Basin in West Virginia and Ohio. Our assets also include two independent water handling systems that deliver water from the Ohio River and several regional waterways. These water handling systems consist of permanent buried pipelines, surface pipelines and water storage facilities, as well as pumping stations, blending facilities and impoundments. Portions of these water handling systems are also utilized to transport flowback and produced water. These services are provided by us directly or through third-parties with which we contract.

Financing Highlights

Senior Notes

Issuance of 2033 Notes

On September 22, 2025, we issued $650 million of 2033 Notes at par. The 2033 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2033 Notes rank pari passu to our other outstanding senior notes and are guaranteed on a full and unconditional and joint and several senior unsecured basis by our wholly owned subsidiaries and certain of our future restricted subsidiaries. The net proceeds from this offering were used to redeem the 2027 Notes. See Note 7—Long-Term Debt to the unaudited condensed consolidated financial statements for more information.

Redemption of 2027 Notes

During the nine months ended September 30, 2025, we redeemed $650 million aggregate principal amount of our 2027 Notes at par, plus accrued and unpaid interest. The 2027 Notes were retired as of September 23, 2025. See Note 7—Long-Term Debt to the unaudited condensed consolidated financial statements for more information.

Share Repurchase Program

Through our share repurchase program, during the three and nine months ended September 30, 2025, we repurchased and retired approximately 2 million and 5 million shares of our common stock, respectively, for a total cost of $41 million and $87 million, respectively. As of September 30, 2025, we have approximately $385 million of capacity remaining under our share repurchase program. The shares may be repurchased from time to time in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will be determined by us at our discretion and will depend on a variety of factors, including the market price of our common stock, general market and economic conditions and applicable legal requirements. The exact number of shares to be repurchased by us is not guaranteed and the program may be suspended, modified or discontinued at any time without prior notice.

Market Conditions and Business Trends

Commodity Markets

Benchmark prices for natural gas and ethane increased significantly, while benchmark prices for C3+ NGL’s and oil decreased during the three and nine months ended September 30, 2025 as compared to the same periods of 2024. While substantially all of our revenues are based on fixed-fee contracts that are not directly impacted by changes in commodity prices, commodity price changes do impact the revenues and cash flows of Antero Resources, and Antero Resources’ drilling and development plan does have a direct impact on our gathering, compression and water handling services, revenues and cash flows. In the current economic environment, we expect that commodity prices for some or all of the commodities produced by Antero Resources could remain volatile. However, due to Antero Resources’ improved liquidity and leverage position as compared to historical levels together with Antero Resources’ increased commodity derivative portfolio, we do not expect to experience significant variability in our throughput volumes resulting from volatile commodity prices.

Economic Indicators

The economy experienced elevated inflation levels as a result of global supply and demand imbalances, where global demand outpaced supplies beginning in 2021 and continuing through 2024. In order to manage the inflation risk present in the United States’ economy, the Federal Reserve utilized monetary policy in the form of interest rate increases beginning in 2022 in an effort to bring the inflation rate in line with its stated goal of 2% on a long-term basis. Between 2022 and 2023, the Federal Reserve increased the federal funds interest rate by 5.25%. During the second half of 2024, inflation rates began to approach the Federal Reserve’s stated goal of 2%, and the Federal Reserve decreased the federal funds rate by 1.25% in 2024 and 2025. While inflationary pressures in the United States’ economy have begun to subside, it is uncertain what impact recent tariff activity by the United States and foreign governments will have on inflation.

The economy also continues to be impacted by global events. These events have often caused global supply chain disruptions with additional pressure due to trade sanctions, tariffs, other global trade restrictions and the outbreak of armed conflict, including in the Middle East and Iran, among others. While neither our nor Antero Resources’ supply chain has experienced any significant interruptions due to such events, there can be no assurance that we will not experience interruptions in the future.

Inflationary pressures and supply chain disruptions could result in further increases to our operating and capital costs that are not fixed. However, our gathering and compression and water agreements provide for annual CPI-based adjustments that mitigate a portion of such inflationary pressures.

These economic variables are beyond our control and may adversely impact our business, financial condition, results of operations and future cash flows.

Results of Operations

We have two reportable segments: (i) gathering and processing and (ii) water handling. The gathering and processing segment includes a network of gathering pipelines and compressor stations that collect and process production from Antero Resources’ wells in the Appalachian Basin, as well as equity in earnings from our investments in the Joint Venture and Stonewall. The Joint Venture and Stonewall provide processing and fractionation services and high-pressure gas gathering services, respectively, in the Appalachian Basin. The water handling segment includes (i) two independent systems that deliver water from sources including the Ohio River, local reservoirs and several regional waterways, and (ii) other fluid handling services, which include high rate transfer, wastewater transportation, disposal and blending. See Note 15—Reportable Segments to our unaudited condensed consolidated financial statements for additional information.

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2025

The operating results of our reportable segments are as follows:

(in thousands)

(1) Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments.

(in thousands)

(1) Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments.

The operating data for Antero Midstream is as follows:

* Not meaningful or applicable.

(1) The average realized fees for the three months ended September 30, 2025 include annual CPI-based adjustments of approximately 1.6%.

Revenues. Total revenues increased by 9%, from $270 million for the three months ended September 30, 2024 to $295 million for the three months ended September 30, 2025. Total revenues included amortization of customer relationships of $18 million for the three months ended September 30, 2024 and 2025. Gathering and processing revenues increased by 7%, from $226 million for the three months ended September 30, 2024 to $241 million for the three months ended September 30, 2025. Water handling revenues increased by 23%, from $44 million for the three months ended September 30, 2024 to $54 million for the three months ended September 30, 2025. These fluctuations primarily resulted from the following:

Gathering and Processing

• Low pressure gathering revenue increased $7 million period over period primarily due to increased throughput volumes of 14 Bcf, or 155 MMcf/d, and increased low pressure gathering rates as a result of annual CPI-based adjustments. Low pressure gathering volumes increased between periods primarily due to 65 additional wells being connected to our system since September 30, 2024, partially offset by natural production decline of the wells connected to our system between periods.
• Compression revenue increased $4 million period over period primarily due to increased throughput volumes of 14 Bcf, or 152 MMcf/d, and increased compression rates as a result of annual CPI-based adjustments. Compression volumes increased between periods primarily due to 65 additional wells being connected to our system since September 30, 2024, partially offset by natural production decline of the wells connected to our system between periods.
• High pressure gathering revenue increased $4 million period over period primarily due to increased throughput volumes of 11 Bcf, or 124 MMcf/d, and increased high pressure gathering rates as a result of annual CPI-based adjustments. High pressure gathering volumes increased between periods primarily due to 65 additional wells being connected to our system since September 30, 2025, partially offset by natural production decline of the wells connected to our system between periods.

Water Handling

• Fresh water delivery revenue increased $9 million period over period primarily due to increased fresh water delivery volumes of 2 MMBbl, or 21 MBbl/d, and an increase to the fresh water delivery rate as a result of an annual CPI-based adjustment.
• Other fluid handling services revenue increased $1 million period over period primarily due to increased other fluid handling volumes between periods.

Direct operating expenses. Direct operating expenses increased by 12%, from $52 million for the three months ended September 30, 2024 to $58 million for the three months ended September 30, 2025. Gathering and processing direct operating expenses increased by 19% from $25 million for the three months ended September 30, 2024 to $29 million for the three months ended September 30, 2025 primarily due to increased gathering and compression volumes and increased heavy maintenance expense between periods. Water handling direct operating expenses increased by 6%, from $27 million for the three months ended September 30, 2024 to $29 million for the three months ended September 30, 2025 primarily due to increased fresh water delivery and other fluid handling volumes between periods.

General and administrative (excluding equity-based compensation) expenses. General and administrative expenses (excluding equity-based compensation expense) remained relatively consistent at $11 million and $10 million for the three months ended September 30, 2024 and 2025, respectively.

Equity-based compensation expenses. Equity-based compensation expenses remained relatively consistent at $12 million and $11 million for the three months ended September 30, 2024 and 2025, respectively. See Note 9—Equity-Based Compensation to the unaudited condensed consolidated financial statements for additional information.

Depreciation expense. Depreciation expense remained relatively consistent at $33 million and $34 million for the three months ended September 30, 2024 and 2025, respectively.

Interest expense. Interest expense decreased by 9%, from $52 million for the three months ended September 30, 2024 to $47 million for the three months ended September 30, 2025 primarily due to lower average daily Credit Facility borrowings and interest rates between periods.

Equity in earnings of unconsolidated affiliates. Equity in earnings of unconsolidated affiliates increased by 7%, from $28 million for the three months ended September 30, 2024 to $30 million for the three months ended September 30, 2025 primarily due to increased processing volumes and higher processing and fractionation fees as a result of annual CPI-based adjustments between periods.

Loss on early extinguishment of debt. During the three months ended September 30, 2024, we recognized a loss on early extinguishment of debt of less than $1 million related to the amendment and restatement of our Credit Facility. During the three months ended September 30, 2025, we recognized a loss on early extinguishment of debt of $1 million related to the write-off of unamortized deferred financing costs and premium attributable to our 2027 Notes that were fully redeemed at par, plus accrued and unpaid interest, during the period. See Note 7—Long-Term Debt to the unaudited condensed consolidated financial statements for additional information.

Income tax expense. Income tax expense increased by 20%, from $38 million for the three months ended September 30, 2024 to $46 million for the three months ended September 30, 2025, which reflects effective tax rates of 27.7% and 28.3%, respectively. This income tax expense increase was primarily due to higher income before income taxes between periods. The increase in our effective tax rate between periods was primarily due to the effects of equity-based compensation expense. See Note 2—Summary of Significant Accounting Policies to the unaudited condensed consolidated financial statements for additional information on the effects of the OBBB.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2025

The operating results of our reportable segments were as follows:

(in thousands)

(1) Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments.

(in thousands)

(1) Corporate expenses that are not directly attributable to either the gathering and processing or water handling segments.

The operating data for Antero Midstream is as follows:

* Not meaningful or applicable.

(1) The average realized fees for the nine months ended September 30, 2025 include annual CPI-based adjustments of approximately 1.6%.

Revenues. Total revenues increased by 9%, from $819 million for the nine months ended September 30, 2024 to $891 million for the nine months ended September 30, 2025. Total revenues included amortization of customer relationships of $53 million for each of the nine months ended September 30, 2024 and 2025. Gathering and processing revenues increased by 7%, from $664 million for the nine months ended September 30, 2024 to $709 million for the nine months ended September 30, 2025. Water handling revenues increased by 18%, from $155 million for the nine months ended September 30, 2024 to $182 million for the nine months ended September 30, 2025. These fluctuations primarily resulted from the following:

Gathering and Processing

• Low pressure gathering revenue increased $17 million period over period primarily due to increased throughput volumes of 33 Bcf, or 134 MMcf/d, and increased low pressure gathering rates as a result of annual CPI-based adjustments. Low pressure gathering volumes increased between periods primarily due to 65 additional wells being connected to our system since September 30, 2024, partially offset by natural production decline of the wells connected to our system between periods.
• Compression revenue increased $12 million period over period primarily due to increased throughput volumes of 35 Bcf, or 141 MMcf/d, two compressor stations acquired during the second quarter of 2024 and increased compression rates as a result of annual CPI-based adjustments. Compression volumes increased between periods primarily due to 65 additional wells being connected to our system September 30, 2024, partially offset by natural production decline of the wells connected to our system between periods.
• High pressure gathering revenue increased $16 million period over period primarily due to increased throughput volumes of 42 Bcf, or 164 MMcf/d, 48 miles of high pressure gathering lines acquired during the second quarter of 2024 and increased high pressure gathering rates as a result of annual CPI-based adjustments. The high pressure gathering volumes increased period over period primarily due to 65 additional wells being connected to our system since September 30, 2024, partially offset by natural production decline of the wells connected to our system between periods.

Water Handling

• Fresh water delivery revenue increased $13 million period over period primarily due to increased fresh water delivery volumes of 3 MMBbl, or 10 MBbl/d, and an increase to the fresh water delivery rate as a result of an annual CPI-based adjustment.
• Other fluid handling services revenue increased $14 million period over period primarily due to higher wastewater trucking and disposal volumes and costs that are billed at cost plus 3%, as well as increased blending cost of service fees and volumes.

Direct operating expenses. Direct operating expenses increased by 10%, from $162 million for the nine months ended September 30, 2024 to $178 million for the nine months ended September 30, 2025. Gathering and processing direct operating expenses increased by 5% from $77 million for the nine months ended September 30, 2024 to $81 million for the nine months ended September 30, 2025 primarily due to increased gathering and compression volumes, higher costs for the two compressor stations and 48 miles of high pressure gathering lines acquired during the second quarter of 2024 and increased heavy maintenance expense between periods. Water handling direct operating expenses increased by 14%, from $85 million for the nine months ended September 30, 2024 to $97 million for the nine months ended September 30, 2025 primarily due to higher wastewater trucking and disposal costs, increased blending costs and increased fresh water delivery volumes between periods.

General and administrative (excluding equity-based compensation) expenses. General and administrative expenses (excluding equity-based compensation expense) remained consistent at $32 million for each of the nine months ended September 30, 2024 and 2025, respectively.

Equity-based compensation expenses. Equity-based compensation expenses increased by 6%, from $33 million for the nine months ended September 30, 2024 to $35 million for the nine months ended September 30, 2025 primarily due to annual equity-based awards granted during the first quarters of 2024 and 2025. Our equity-based awards vest over three or four year service periods. See Note 9—Equity-Based Compensation to the unaudited condensed consolidated financial statements for additional information.

Depreciation expense. Depreciation expense decreased by 6%, from $107 million for the nine months ended September 30, 2024 to $101 million for the nine months ended September 30, 2025 primarily due to lower depreciation expense of $11 million related to our program to repurpose underutilized compressor units to expand existing or construct new compressor stations between periods, partially offset by depreciation expense of $4 million related to assets placed in service between periods and higher depreciation expense of $1 million for our assets acquired during the second quarter of 2024.

Interest expense. Interest expense decreased by 9%, from $157 million for the nine months ended September 30, 2024 to $144 million for the nine months ended September 30, 2025 primarily due to lower interest expense on our Senior Notes due to the repurchase and redemption of the remaining $550 million principal amount of the 2026 Notes during the nine months ended September 30, 2024, and lower interest rates on our Credit Facility during the nine months ended September 30, 2025, partially offset by higher average daily Credit Facility borrowings between periods. See Note 7—Long-Term Debt to our unaudited condensed consolidated financial statements for additional information.

Equity in earnings of unconsolidated affiliates. Equity in earnings of unconsolidated affiliates increased by 6%, from $83 million for the nine months ended September 30, 2024 to $88 million for the nine months ended September 30, 2025 primarily due to increased processing volumes and higher processing and fractionation fees as a result of annual CPI-based adjustments between periods.

Loss on early extinguishment of debt. Loss on early extinguishment of debt of $14 million for the nine months ended September 30, 2024 relates to the premium paid to repurchase or otherwise fully redeem all of our 2026 Notes at a weighted average premium of 101.975% of the principal amount thereof, plus accrued and unpaid interest, as well as the write-off of unamortized deferred financing costs. Loss on early extinguishment of debt of $1 million for the nine months ended September 30, 2025 primarily relates to the write-off of unamortized deferred financing costs and unamortized premium attributable to our 2027 Notes that were fully redeemed at par, plus accrued and unpaid interest. See Note 7—Long-Term Debt to the unaudited condensed consolidated financial statements for more information.

Income tax expense. Income tax expense increased by 22%, from $103 million for the nine months ended September 30, 2024 to $126 million for the nine months ended September 30, 2025, which reflects effective tax rates of 26.3% and 25.8%, respectively. This income tax increase was primarily due to higher income before income taxes between periods. The decrease in our effective tax rate between periods was primarily due to the effects of equity-based compensation expense.

See Note 2—Summary of Significant Accounting Policies to the unaudited condensed consolidated financial statements for additional information on the effects of the OBBB.

Capital Resources and Liquidity

Sources and Uses of Cash

Capital resources and liquidity are provided by operating cash flows, available borrowings under our Credit Facility and capital market transactions. See Note 7—Long-Term Debt to the unaudited condensed consolidated financial statements. We expect that the combination of these capital resources will be adequate to meet our working capital requirements, capital expenditures program and expected quarterly cash dividends for at least the next 12 months.

Our Board declared a cash dividend on the shares of our common stock of $0.2250 per share for the quarter ended September 30, 2025. The dividend is payable on November 5, 2025 to stockholders of record as of October 22, 2025. Our Board also declared a cash dividend of $137,500 on the shares of Series A Preferred Stock that is payable on November 14, 2025 in accordance with their terms as discussed in Note 11—Equity and Net Income Per Common Share. As of September 30, 2025, there were dividends in the amount of $68,750 accumulated in arrears on our Series A Preferred Stock.

We expect our future cash requirements relating to working capital, capital expenditures, acquisitions and quarterly cash dividends to our stockholders will be funded from cash flows internally generated from our operations or borrowings under the Credit Facility.

As of September 30, 2025, we did not have any off-balance sheet arrangements.

Cash Flows

The following table summarizes our cash flows for the nine months ended September 30, 2024 and 2025:

(in thousands)

Operating activities. Net cash provided by operating activities was $611 million and $677 million for the nine months ended September 30, 2024 and 2025, respectively. This increase in cash flows provided by operating activities between periods was primarily due to higher gathering and processing and water handling revenues, partially offset by increased direct operating expenses and changes in working capital.

Investing activities. Net cash flows used in investing activities was $203 million and $119 million for the nine months ended September 30, 2024 and 2025, respectively. The decrease in cash flows used in investing activities between periods was primarily due to our acquisition of gathering and compression assets during the second quarter of 2024 of $70 million, before closing adjustments, and lower capital spending related to our gathering systems and facilities of $43 million, partially offset by higher capital spending on our water handling systems of $22 million and additional investment in Stonewall of $6 million between periods.

Financing activities. Net cash used in financing activities was $408 million and $558 million for the nine months ended September 30, 2024 and 2025, respectively. The increase in cash flows used in financing activities between periods was primarily due to share repurchases of $87 million during the nine months ended September 30, 2025, as well as lower net cash provided by our senior note refinancing of $39 million, higher net repayments on our Credit Facility of $15 million and higher employee tax withholdings for the settlement of equity-based compensation awards of $12 million between periods, partially offset by lower payments of deferred financing costs of $6 million between periods.

2025 Capital Investment

On February 12, 2025, we announced a capital budget with a range of $170 million to $200 million. On July 30, 2025, we announced a revised capital budget for 2025 of $170 million to $190 million. This revised capital budget supports Antero Resources’ maintenance capital program for 2025. Our capital budget may be adjusted as business conditions warrant.

Additionally, we monitor our existing assets and look for opportunities to reuse or otherwise repurpose assets in an effort to optimize our capital efficiency.

Our capital expenditures were as follows:

(in thousands)

Debt Agreements

See Note 7—Long-Term Debt to the unaudited condensed consolidated financial statements and to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2024 Form 10-K for additional information.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with GAAP. Any new accounting policies or updates to existing accounting policies as a result of recently adopted accounting standards have been included in Note 2—Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements. The preparation of our unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent liabilities. Accounting estimates and assumptions are considered to be critical if there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the reported amounts in our unaudited condensed consolidated financial statements that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of our unaudited condensed consolidated financial statements. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the 2024 Form 10-K for additional information.

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risk. The term “market risk” refers to the risk of loss arising from adverse changes in commodity prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.

Commodity Price Risk

Our gathering and compression and water services agreements with Antero Resources provide for fixed-fee and cost of service fee structures, and we intend to continue to pursue additional fixed-fee or cost of service fee opportunities with Antero Resources and third parties in order to avoid direct commodity price exposure. However, to the extent that our future contractual arrangements with Antero Resources or third parties do not provide for fixed-fee or cost of service fee structures, we may become subject to commodity price risk. We are subject to commodity price risks to the extent that they impact Antero Resources’ development program and production and therefore our gathering, compression, and water handling volumes. We cannot predict to what extent our business would be impacted by lower commodity prices and any resulting impact on Antero Resources’ operations.

Interest Rate Risk

Our primary exposure to interest rate risk results from outstanding borrowings under the Credit Facility, which has a floating interest rate. We do not currently, but may in the future, hedge the interest on portions of our borrowings under the Credit Facility from time-to-time in order to manage risks associated with floating interest rates. As of September 30, 2025, we had $380 million of borrowings and no letters of credit outstanding under the Credit Facility. A 1.0% increase in the Credit Facility interest rate would have resulted in an estimated $4 million increase in interest expense for the nine months ended September 30, 2025.

Credit Risk

We are dependent on Antero Resources as our primary customer, and we expect to derive substantially all of our revenues from Antero Resources for the foreseeable future. As a result, any event, whether in our area of operations or otherwise, that adversely affects Antero Resources’ production, drilling schedule, financial condition, leverage, market reputation, liquidity, results of operations or cash flows may adversely affect our revenues and operating results.

Further, we are subject to the risk of non-payment or non-performance by Antero Resources, including with respect to our gathering and compression and water handling services agreements. We cannot predict the extent to which Antero Resources’ business would be impacted if conditions in the energy industry were to deteriorate, nor can we estimate the impact such conditions would have on Antero Resources’ ability to execute its drilling and development program or to perform under our agreements. Any material non-payment or non-performance by Antero Resources could adversely affect our revenues and operating results and our ability to return capital to stockholders.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2025 at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are subject to certain risks and hazards due to the nature of the business activities we conduct. For a discussion of these risks, see “Item 1A. Risk Factors” in the 2024 Form 10-K. There have been no material changes to the risks described in such report. We may experience additional risks and uncertainties not currently known to us. Furthermore, as a result of developments occurring in the future, conditions that we currently deem to be immaterial may also materially and adversely affect us.