8-K - Summit Midstream Corp. | StockGist

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Summit Midstream Corporation issued 1,351,351 shares of common stock to an affiliate of its largest shareholder, Tailwater Capital, raising $42 million to strengthen its balance sheet and fund growth initiatives.

Key Takeaways

1Summit issued 1,351,351 shares of common stock to Tall Oak Midstream Holdings, an affiliate of Tailwater Capital, for $42 million in cash at $31.08 per share.

2The transaction increases Tailwater Capital's beneficial ownership in Summit from approximately 35% to approximately 39% of outstanding equity.

3Net proceeds are intended to reduce borrowings under the company's asset-based lending credit facility and fund organic growth capital projects.

4The shares are subject to a 6-month lock-up period and were issued in a private placement exempt from SEC registration.

5The transaction was unanimously approved by the Audit Committee, which is comprised solely of independent and disinterested directors.

6The company will file a registration statement within 90 days to allow for resale of the shares under Rule 415.

Current Report Details

Event Type

Material Agreement+3 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement. On March 31, 2026, Summit Midstream Corporation, a Delaware corporation (the “Company”), entered into a Securities

Material Agreement

$42.0M$31.08

Source Document

3.02

. Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 above is incorporated into this Item 3.02 by reference. The Shares were issued

Securities Issuance

7.01

, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the

Regulation Fd

9.01

Financial Statements and Exhibits. (d) Exhibits 1 Exhibit Number: 10.1 | Description: Securities Purchase Agreement, by and among Summit Midstream Corporation,

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Securities Purchase Agreement
Parties: Summit Midstream Corporation, Summit Midstream Partners, LP, Tall Oak Midstream Holdings, LLC, Connect Midstream, LLC

•Issuance of 1,351,351 shares of common stock
•Purchase price of $42,000,000
•Price per share of $31.08
•6-month lock-up period
•Registration rights agreement amendment

Exhibits (3)

10.1

SECURITIES PURCHASE AGREEMENT

8-K

CURRENT REPORT

99.1

PRESS RELEASE