DTM 10-K & 10-Q changes, risk factors and insider trading

In addition, demand for our services is dependent on the demand for gas in the markets we serve. Alternative fuel sources such as electricity, coal, fuel oils, or nuclear energy, as well as technological advances and renewable sources of energy, could reduce demand for natural gas in our markets and have an adverse effect on our business. Government imposed constraints, such as changes in regulatory policy and permitting and environmental limitations, could also artificially limit new demand for natural gas, which could materially adversely affect our business, financial condition and results of operations.

We depend upon third-party pipelines and other facilities that provide receipt and delivery options to and from our assets. For example, our pipelines interconnect with multiple interstate pipelines in the Midwestern U.S., Canada, Northeastern U.S. and Gulf Coast regions and a significant number of intrastate pipelines. Because we do not own these third-party pipelines or facilities, their continuing operation is not within our control. If these pipeline connections become unavailable for current or future volumes of natural gas due to testing, turnarounds, repairs, maintenance, damage, reduced operating pressure, lack of capacity, regulatory requirements or any other reason, our ability to operate efficiently and continue shipping natural gas to end markets could be restricted, thereby reducing our revenues. Any temporary or permanent interruption at any key pipeline interconnect or other downstream facility utilized to move our customers’ product to their end destination that causes a material reduction in volumes transported on our pipelines could materially adversely affect our business, financial condition and results of operations.

Our operations, our customers’ operations and other interconnected pipelines and facilities are subject to many operational hazards, including (i) damage to pipelines, facilities, equipment, environmental controls and surrounding properties, including damage resulting from landslide and ground movement slippage; (ii) leaks, migrations or losses of natural gas and other hydrocarbons, water, brine, other fluids and hazardous chemicals that we handle in our treating and other operations; (iii) inadvertent damage from third parties, including from construction, farm and utility equipment; (iv) uncontrolled releases of natural gas and other hydrocarbons; (v) ruptures, fires and explosions; (vi) product and waste spills and unauthorized discharges of products, wastes and other pollutants; (vii) pipeline freeze-offs or production curtailments due to cold weather; (viii) operator error; (ix) aging infrastructure, mechanical or other performance problems; (x) damages to and loss of availability of interconnecting third-party pipelines, railroads and terminals; (xi) disruption or failure of information technology systems and network infrastructure; (xii) floods; (xiii) severe weather; (xiv) lightning and (xv) terrorism.

These risks could result in loss of human life, personal injuries, significant property damage, environmental pollution, impairment of our operations, regulatory investigations and penalties and substantial financial losses. The location of certain segments of our systems in or near populated areas, including residential areas, commercial business centers and industrial sites, could increase the damages resulting from these risks. In spite of any precautions taken, the occurrence of an event such as those described above that is not fully covered by insurance could materially adversely affect our business, financial condition and results of operations. In addition, these risks could materially impact or completely prevent our customers’customers from performing their respective obligations under our commercial agreements, which, in turn, could materially adversely affect our business, financial condition and results of operations.

Failure to successfully combinecomplete ouror business withrealize the assetsprojected acquired in the Midwest Pipeline Acquisition, or an inaccurate estimate by usbenefits of theacquisitions, benefitsdivestitures, toand beother realizedstrategic from the Midwest Pipeline Acquisition,transactions may adversely affect our future results.

Expansion projects or acquisitions that are expected to be accretive, including our Midwest Pipeline Acquisition, may nevertheless reduce our cash from operations and could materially adversely affect our business, financial condition and results of operations.

We regularly review our portfolio of businesses and pursue growth through expansions and acquisitionsexpansion that we expect to be accretive, and we believe the Midwest Pipeline Acquisition will be accretive to our distributive cash flow, improve our business profile, and add to the backlog of future growth opportunities. However, even if we complete expansion projects or acquisitions that we believe will be accretive, these expansion projects or acquisitions may nevertheless reduce our cash from operations and could materially adversely affect our business, financial condition and results of operations. Any expansion project or acquisition involves potential risks, including, among other things: (i) service interruptions or increased downtime associated with our projects; (ii) a decrease in our liquidity; (iii) an inability to complete expansion projects or acquisitions on schedule or within the budgeted cost; (iv) the assumption of unknown liabilities when makingundertaking acquisitionsexpansion projects for which we are not indemnified or for which our indemnity is inadequate; (v) the diversion of our management’s attention from other business concerns; (vi) mistaken assumptions about the overall costs of equity or debt, demand for our services, supply volumes, reserves, revenues and costs, synergies and potential growth; (vii) an inability to secure adequate customer commitments to use the expanded or acquired systems or facilities; (viii) an inability to successfully integrate the businesses we build or acquire; (ix) an inability to receive cash flows from a newly built asset until it is operational; and (x) unforeseen difficulties operating in new service areas or new geographic areas.

Certain of our internal growth projects may require regulatory approval from U.S. federal and state authorities and Canadian authorities prior to construction. The approval process for storage and transportation projects located in the Northeast has become increasingly challenging, dueas such projects in partthis region tend to stateface heightened opposition and localpermitting concerns related to unregulated exploration and production and gathering activities in new production areas, including the Marcellus/Utica formations.scrutiny. In addition, FERC has periodically considered to, and could modifyin the future revisit, its policy governing the issuance of interstate natural gas pipeline authorizations, in part to address concerns about climate change. It is not clear at this time whether FERC will modify its policy governing the issuance of certificates and, if so, what those modifications will be. Policy and regulatory changes relating to the implementation of NEPA may increase scrutiny of environmental impacts associated with our projects. Authorizations required for our projects under existing or future agency policies may not be granted or, if granted, such authorization may include burdensome or expensive conditions.

As of December 31, 2024,2025, we had outstanding approximately $2.1$3.35 billion of senior notes, $1.25 billion of senior secured notes and $150 million ofno borrowings under our Revolving Credit Facility. Our existing and future level of debt could have important consequences to us, including the following: (i) our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may not be available on favorable terms; (ii) the funds that we have available for operations and payment of dividends to shareholders will be reduced by that portion of our cash flow required to make principal and interest payments on outstanding debt; and (iii) our debt level could make us more vulnerable to competitive pressures than competitors with less debt or to a downturn in our business or the economy generally.

Borrowings under our Revolving Credit Facility have, and we may in the future enter into debt instruments with, variable interest rates. From early 2022 through late 2023, in response to growing signs of inflation, the Federal Reserve increased interest rates rapidly. Although the Federal Reserve reduced the federal funds rate in late 2024, weWe are unable to predict changes in interest rates which are affected by factors beyond our control. Increases in interest rates on variable rate debt would increase our interest expense unless we make arrangements to hedge the risk of rising interest rates. In addition, interest rates under our Revolving Credit Facility will, and interest rates under future debt instruments we enter into may, increase depending on our leverage ratio levels or, under certain circumstances, our public debt ratings. These increased costs could reduce our profitability, reduce our credit availability, limit our ability to pursue growth opportunities, impair our ability to meet our debt obligations, increase the cost of financing, place us at a competitive disadvantage and materially adversely affect our business, financial condition, cash flows and results of operations. An increase in interest rates also could limit our ability to refinance existing debt upon maturity or cause us to pay higher rates upon refinancing.

Our existing Revolving Credit Facility and the indenture governing our senior notes limit our ability to, and any future credit facility or indenture we may enter into might limit our ability to, among other things: (i) incur additional indebtedness or guarantee other indebtedness; (ii) grant liens or make certain negative pledges; (iii) make certain dividends or investments; (iv) engage in transactions with affiliates; (v) transfer, sell or otherwise dispose of all or substantially all of our assets; or (vi) enter into a merger, consolidate, liquidate, wind up or dissolve. Upon the occurrence of the Investment Grade Event, certain negative covenants in our existing senior notes were terminated and the negative covenants in our Revolving Credit Facility were automatically amended to create additional flexibility for DT Midstream and its subsidiaries such that (i) the indebtedness negative covenant remains applicable solely to restrict DT Midstream’s restricted subsidiaries, (ii) the former restriction related to prepayments of junior indebtedness has fallen away, and (iii) the remaining negative covenants, including those related to liens, mergers, consolidations, liquidations or dissolutions, sales, transfers or other dispositions, investments, acquisitions, loans or advances, dividends and distributions or repurchases of capital stock, entering into agreements that limit the ability of the restricted subsidiaries to make distributions to DT Midstream, and transactions with affiliates, were amended automatically to provide for flexibility customary for investment grade companies.

Furthermore, our existing Revolving Credit Facility contains, or any future credit facility or indenture we may enter into may also contain, covenants requiring us to maintain certain financial ratios and tests. If we violate any of the restrictions, covenants, ratios or tests in the applicable credit facility or indentures, the lenders thereunder will be able to accelerate the maturity of all borrowings under the credit facility and demand repayment of amounts outstanding, and our lenders’ commitment to make further loans to us may terminate. We might not have, or be able to obtain, sufficient funds to make these accelerated payments. Additionally, we have recently entered into amendments to our Revolving Credit Facility that, among other things, permitted us to incur certain customary bridge loans, extended the maturity date and implemented customary "limited condition transactions provisions", enabling us to enter into future acquisitions and other transactions with the conditionality to the consummation thereof subject only to customary "SunGard" conditions, which provide additional financing certainty and reduce the number of conditions required. Any subsequent amendment to the terms of our Revolving Credit Facility, replacement of our Revolving Credit Facility or any new indebtedness could have similar or greater restrictions. For more information, see the section entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity".

Inflationary pressure could adversely impact our profitability. Inflation in the United States has recently declined; however, we are unable to predict changes in inflation which is affected by factors beyond our control, including the recent imposition of tariffs by the U.S. and certain of its trading partners. Rising inflation in the future could have an adverse impact on our operating and capital costs, which have historically increased with the market during inflationary periods and may continue to increase as a result of inflationary impacts on product costs, labor rates, and domestic transportation. We may not be able to fully offset these inflation increases by raising prices for our services, which could resultmaterially inadversely downward pressure onaffect our business, financial condition and results of operations.

If our intangible assetsassets, goodwill, property, plant and/or goodwillequipment become impaired, we may be required to record a charge to earnings.

We annually review the carrying value of goodwill associated with business combinations we have made for impairment. Our intangible assetsassets, goodwill, property, plant, and goodwillequipment are also reviewed whenever events or circumstances indicate that the carrying value of these assets may not be recoverable. Factors that may be considered for purposes of this analysis include a decline in stock price and market capitalization, slower industry growth rates, changes in cost of capital or material changes with customers or contracts that could negatively impact future cash flows. We cannot predict the timing, strength or duration of such changes or any subsequent recovery. If the carrying value of any of our intangible assetsassets, goodwill, property, plant, and/or goodwillequipment is determined to be not recoverable, we may take a non-cash impairment charge, which could materially adversely affect our business, financial condition and results of operations.

The U.S. Congress has from time to time considered the adoption of legislation to provide for U.S. federal regulation of hydraulic fracturing, while a growing number of states, including some of those in which we operate, have adopted, and other states are considering adopting, regulations that could impose more stringent disclosure and/or well construction requirements on hydraulic fracturing operations. Some states, such as Pennsylvania, have imposed fees on the drilling of new unconventional oil and gas wells. Also, certain local governments have adopted, and additional local governments may further adopt, ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular. Further, several U.S. federal governmental agencies, including the EPA and the U.S. Department of Energy, have conducted or are conducting reviews and studies on the environmental aspects of hydraulic fracturing. These completed, ongoing or proposed studies on the environmental aspects of hydraulic fracturing, depending on their degree of pursuit and any meaningful results obtained, could spur initiatives to further regulate hydraulic fracturing or other regulatory mechanisms.mechanisms aimed at imposing more stringent requirements on hydraulic fracturing.

Certain state and U.S. federal regulatory agencies have focused on, or are also focused on a possible connection between hydraulic fracturing-related activities and the increased occurrence of seismic activity. In a few instances, operators of injection disposal wells in the vicinity of seismic events have been ordered to reduce injection volumes or suspend operations. These developments could result in additional regulation and restrictions on the use of injection disposal wells and hydraulic fracturing. The adoption of new laws, regulations or ordinances at the U.S. federal, state or local levels imposing more stringent restrictions on hydraulic fracturing could make it more difficult for our customers to complete natural gas wells, increase customers’ costs of compliance and doing business, and otherwise adversely affect the hydraulic fracturing services they perform, which could negatively impact demand for our services.

Moreover, environmental laws, regulations and enforcement policies tend to become more stringent over time. New, modified or stricter environmental laws, regulations or enforcement policies, including climate change laws and regulations restricting emissions of GHGs, could be implemented that significantly increase our compliance costs, pollution mitigation costs, or the cost of any necessary remediation of environmental contamination. For example, in April 2020 the U.S. District Court for the District of Montana issued a broad order vacating NWP 12, a general permit issued by the U.S. Army Corps of Engineers relied upon by industry for expedited permitting of oil and gas pipelines, for alleged failure to comply with consultation requirements under the ESA. While the U.S. Supreme Court ultimately stayed the vacatur of NWP 12, the District Court’s action temporarily caused uncertainty and disruption in the industry. A challenge to the 2021 reissuance of NWP 12 (re-issued on a five-year schedule) is pending in the federal district court in Washington, D.C. after the case was transferred from federal court in Montana. The NWP 12 reissuance was among the agency actions listed for review in accordance with the January 20, 2021 Executive Order ("Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis"); and, in 2022 the U.S. Army Corps of Engineers sought public comment on the potential to revise NWP 12 in response to objections to the use of NWP 12 related, primarily, to environmental justice, public participation, and climate change. The prior presidential administration did not take final action to modify the current version of NWP 12 before its expiration and reissuance in March 2026. WhileOn aJune new version might be proposed in early18, 2025, the positionU.S. Army Corps of theEngineers newpublished presidentiala administrationproposal isto reissue multiple nationwide permits, including NWP 12, but a final rule reissuing NWP 12 has not yet clear.been published. Any disruption in our ability to obtain coverage under NWP 12 or other general permits may result in increased costs and project delays if we are forced to seek individual permits from the U.S. Army Corps of Engineers. Our compliance with changing legal requirements could result in our incurring significant additional expenses and operating restrictions with respect to our operations, which may not be fully recoverable from customers and, thus, could materially adversely affect our business, financial condition and results of operations.

Our customers may similarly incur increased costs or restrictions that may limit or decrease those customers’ operations and have an indirect material adverse effect on our business, financial condition and results of operations. For example, an Executive Order was issued on January 27, 2021 ("Tackling the Climate Crisis at Home and Abroad") that included provisions directing the Secretary of the Interior to pause approval of new oil and natural gas leases on public lands pending completion of a comprehensive review and reconsideration of U.S. federal oil and gas permitting and leasing practices and directing the heads of U.S. federal agencies to take steps to ensure that, to the extent consistent with applicable law, federal funding is not directly subsidizing fossil fuels. During the course of the prior presidential administration, litigation over the “pause” ensued. While lease sales ultimately continued, they have been scaled back and are subject to challenge by environmental groups. OverIf the past four years, the Department of the Interior has issued various regulations, with portions implementing thekey provisions of the Inflation Reduction Act pertaining to oil and gas leasing. These regulations include the so-called Waste Prevention Rule,Rule whichor wouldsimilar strictlyrestrictions limitbecome releaseseffective, of methane from oil and gas drilling on public lands. Thisthey could lead to increased costs for producers and increased need for pipeline capacity as operators would be required to have a plan to reduce venting and flaring as a predicate to approval of production of federal minerals. The new presidential administration may return to a robust oil and gas leasing program and re-visit the Waste Prevention Rule as well as a number of other rules that may impact our customers. While the prior presidential administration had placed a temporary pause on the authorization of new LNG terminals, impacting LNG projects in various stages of planning and review, the newcurrent presidential administration has lifted this pause and the Department of Energy has been directed to review LNG export applications as expeditiously as possible. Moreover, a number of state and regional legal initiatives, including climate change laws, have emerged in recent years that seek to reduce GHGs emissions and the EPA, based on its findings that emissions of GHGs presentcause, aor dangercontribute to, air pollution which may reasonably be anticipated to endanger public health andor the environment,welfare, has adopted regulations under existing provisions of the U.S. federal Clean Air Act that, among other things, restrict emissions of GHGs and require the monitoring and reporting of GHG emissions from specified onshore and offshore production sources and onshore treating sources in the U.S. on an annual basis. In addition, some communities and cities have banned new natural gas hook-ups or are expected to enact similar electrification measures in response to climate change concerns. Any new U.S. federal laws restricting emissions of GHGs, such as a carbon tax, from customer operations, or that limit the growth of pipelines and LNG exports from the U.S., could delay or curtail their activities and, in turn, adversely affect our business, financial condition and results of operations.

Any changes to the policies of FERC or state regulatory authorities regarding the natural gas industry may have an impact on us, including FERC’s approach as it considers policies affecting the establishment and modification of interstate pipeline rates and terms and conditions of service, policies that may affect rights of access to natural gas transmission capacity and policies that govern FERC's authorization of new or expanded pipeline and storage infrastructure. FERC is currently considering modifications to its long-standing Certificate Policy Statement that currently governs its granting of certificate authority for the construction of proposed interstate natural gas infrastructure, whether new or expanded. In addition, future U.S. federal, state or local legislation or regulations under which we will operate our assets could materially adversely affect our business, financial condition and results of operations. Guardian, Midwestern and Viking are subject to rate regulation and accounting requirements of the FERC. The regulated operations of each of these subsidiaries have rates that are (i) established by independent, third-party regulators, (ii) set at levels that will recover our costs when considering the demand and competition for our services and (iii) charged to and collectible from our customers. Accordingly, we follow the accounting for regulated operations as defined in ASC 980, Regulated Operations980 for these pipelines, which results in differences in the application of GAAP between our regulated and non-regulated businesses. Under ASC 980, our regulated operations are required to record regulatory assets and liabilities for certain transactions that would have been treated as revenue or expense in non-regulated businesses. Future regulatory changes could result in changes in the amounts of regulatory assets and liabilities or the discontinuance of this accounting treatment for regulatory assets and liabilities and may require the write-off of the portion of any regulatory asset or liability that is no longer probable of recovery through regulated rates. Actions by regulatory authorities could also have an effect on the amounts we charge to and collect from our customers. Any changes to ASC 980 or on the determination of whether Guardian, Midwestern or Viking will continue to meet the criteria of ASC 980 could materially adversely affect our business, financial condition and results of operations.

The U.S. Department of Transportation, through PHMSA, has adopted regulations requiring pipeline operators to comply with a number of operational and maintenance requirements, including to continuously survey theirpipeline assets, conduct leakage surveys, and repair certain conditions. Additionally, these requirements require operators to develop integrity management programs for transportation pipelines located where a leak or rupture could do the most harm in a high consequence area, referred to as an HCA. The regulations require operators to: (i) perform ongoing assessments of pipeline integrity; (ii) identify and characterize applicable threats to pipeline segments that could impact an HCA; (iii) improve data collection, integration and analysis; (iv) repair and remediate the pipeline as necessary; and (v) implement preventive and mitigating actions. PHMSA regulations also require assessment and repairs outside of HCAs in what are referred to as moderate consequence areas or MCAs.

Certain portions of our systems, particularly our DTM Interstate Transportation, Northern Michigan assetsMichigan, and our storage assets, have been in operation for many years, with some portions being more than 50 years old. In some cases, certain portions may have been in service for many years prior to our purchase of the relevant systems or have been operated by third parties not under our control and consequently, there may be historical occurrences or latent issues regarding our pipeline systems that management may be unaware of and that could materially adversely affect our business, financial condition and results of operations. Certain portions of our pipeline systems are located in or near areas determined to be HCAs, which are areas where a leak or rupture could have the most significant adverse consequences. The age and condition of these systems could result in increased maintenance or repair expenditures, and any downtime associated with increased maintenance and repair activities could materially reduce our revenue. If, due to their age, certain pipeline sections were to become unexpectedly unavailable for current or future volumes of natural gas because of repairs, maintenance, damage, spills or leaks, or any other reason, it could materially adversely affect our business, financial condition and results of operation.

We published our thirdfourth annual Corporate Sustainability Report in 2024,2025, which detailed how we seek to manage our operations responsibly and ethically, as well as strategies and goals associated with reducing our environmental impact. The Corporate Sustainability Report included our policies and practices on a variety of social and ethical matters, including, but not limited to, corporate governance, environmental compliance, employee health and safety practices, human capital management and workforce inclusion and diversity. We believe providing more expansive disclosure on these topics in our Corporate Sustainability Report increases our transparency to our stakeholders and complements the disclosures regarding our contributions to sustainable development in this Form 10-K. It is possible that stakeholders may not be satisfied with our ESG practices or the speed of their adoption. We could also incur additional costs and require additional resources to monitor, report and comply with various ESG practices. Also, our failure, or perceived failure, to meet the standards set forth in the Corporate Sustainability Report could negatively impact our reputation, employee retention, and the willingness of our customers and suppliers to do business with us. Any of these consequences could materially adversely affect our business, financial condition and results of operations.

Our business involves collection, uses and other processing of personal data of our employees, contractors, suppliers and service providers. Governmental standards and commonly accepted frameworks for the protection of computer-based systems and technology from cyber threats and attacks have been adopted. On November 7, 2024, the DHS's Transportation Security Administration issued a notice of proposed rulemaking seeking to imposesimpose cybersecurity requirements on certain pipeline facilities entitled "Enhancing Surface Cyber Risk Management." The Transportation Security Administration has not provided a timeframe for issuance of a final rule and the rulemaking has been classified as a long-term action in DHS’s regulatory agenda. New data privacy and cybersecurity laws add additional complexity, requirements, restrictions and potential legal risk, and compliance programs may require additional investment in resources, and could impact strategies and availability of previously useful data. Any failure by us or one of our technology service providers to comply with such laws and regulations could result in reputational harm, penalties, regulatory scrutiny, liabilities, legal claims, and/or mandated changes in our business practices.

Our increasing reliance on digital technologies puts us at risk for system failures, disruptions, incidents, data breaches and cyberattacks, which could significantly impair our ability to conduct our business. Cyberattacks are becoming more sophisticated and include, but are not limited to, ransomware, credential stuffing, spear phishing, social engineeringengineering, AI-powered attacks, and other attempts to gain unauthorized access to data for purposes of extortion or malfeasance. The methodologies used by attackers change frequently and may not be recognized until such attack is underway. In April 2022, the cybersecurity authorities of the United States, Australia, Canada, New Zealand, and the United Kingdom issued a joint cybersecurity advisory warning of the increased risks of Russian state-sponsored cyberattacks following the international response to Russia’s invasion of Ukraine. We expect to continue to be targeted by cyberattacks as a critical infrastructure company.

We are an owner, operator, and developer of an integrated portfolio of natural gas midstream assets. We provide multiple, integrated natural gas services to customers through our Pipeline segment, which includes interstate pipelines, intrastate pipelines, storage systems, and gathering lateral pipelines, and through our Gathering segment. We also own joint venture interests in equity method investees which own and operate interstate pipelines that connect to our wholly owned assets. On December 31, 2024, we closed on the Midwest Pipeline Acquisition of three FERC-regulated natural gas transmission pipelines. See Note 16, "Acquisitions" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

The Pipeline segment consists of our interstate pipelines, intrastate pipelines, storage systems, gathering lateral pipelines including related treatment plants and compression and surface facilities. This segment also includes our equity method investments. DuringThe theMidwest threePipeline monthsAcquisition endedassets Marchand 31, 2023, we completed the conversionresults of theoperations Michigan System from gathering to dry gas transmission service and began providing services under a new long-term dry gas transmission contract. Forafter the years ended December 31, 2024 andacquisition 2023, the Michigan System financial resultsdate are presented in theour Pipeline segment. ThePipeline activity for the year ended December 31, 2022 was for gathering servicesresults and thereforeoutlook wasare notdiscussed revised from presentation in the Gathering segment.below:

TaxesDepreciation otherand thanamortization incomeexpense increased $7$37 million for the year ended December 31, 2025 primarily due to the Midwest Pipeline Acquisition. Depreciation and amortization expense increased $5 million for the year ended December 31, 2024 primarily due to new LEAP assets placed into service.

Interest expense increased $4 million for the year ended December 31, 2025 primarily due to higher interest expense from the 2034 Notes issued in the three months ended December 31, 2024, partially offset by lower interest expense related to the Term Loan Facility and lower interest expense related to the Bridge Facility. Interest expense decreased $8 million for the year ended December 31, 2024 primarily due to lower outstanding borrowings under the Revolving Credit Facility and the repayment of the Term Loan Facility during 2024, partially offset by lower capitalized interest driven by lower construction in progress during 2024 and higher interest related to the Bridge Facility and 2034 Notes. Interest expense decreased $2 million for the year ended December 31, 2023 primarily due to higher capitalized interest on higher construction in progress during 2023, partially offset by higher borrowings and rates under the Revolving Credit Facility, higher interest rates on the Term Loan Facility, and a full year of interest expense related to our 2032 Notes.

Loss from financing activities increased $3 million for the year ended December 31, 2024 primarily due to the repayment of our remaining Term Loan Facility that occurred during the current year. Loss from financing activities decreased $6 million for the year ended December 31, 2023 due to the partial repayment of our Term Loan Facility that occurred during the three months ended June 30, 2022. See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K for further details.

We believe our long-term agreements with customers and the location and connectivity of our pipeline assets position the business for future growth. We will continue to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships. These growth opportunities include expansion opportunities on the DTM Interstate Transportation assets, further expansion at LEAP and Stonewall, new contracts at the Washington 10 Storage Complex and additional growth related to our equity method investments.

The Gathering segment includes gathering systems, related treatment plants and compression and surface facilities. The Clean Fuels Gathering assets and results of operations after the July 1, 2024 acquisition date are presented in our Gathering segment. Gathering results and outlook are discussed below:

Depreciation and amortization expense increased $12 million for the year ended December 31, 2025 primarily due to assets placed in service at Blue Union Gathering, Ohio Utica Gathering and Clean Fuels Gathering. Depreciation and amortization expense increased $22 million for the year ended December 31, 2024 primarily due to assets placed into service at Ohio Utica Gathering, Blue Union Gathering, and Appalachia Gathering. Depreciation and amortization expense increased $6 million for the year ended December 31, 2023 primarily due to new Blue Union Gathering and Appalachia Gathering assets placed into service.

Interest expense increased $4 million for the year ended December 31, 2025 primarily due to higher interest expense from the 2034 Notes issued in the three months ended December 31, 2024, partially offset by lower interest expense related to the Term Loan Facility and lower interest expense related to the Bridge Facility. Interest expense increased $11 million for the year ended December 31, 2024 primarily due to lower capitalized interest driven by lower construction in progress during 2024 and higher interest related to the Bridge Facility and 2034 Notes issued in 2024. This increase was partially offset by lower outstanding borrowings under the Revolving Credit Facility and the repayment of the Term Loan Facility during 2024. Interest expense increased $15 million for the year ended December 31, 2023 primarily due to higher borrowings and interest rates under the Revolving Credit Facility, higher interest rates on the Term Loan Facility, and a full year of interest expense related to our 2032 Notes, partially offset by higher capitalized interest due to higher construction in progress during 2023.

Loss from financing activities increased $2 million for the year ended December 31, 2024 primarily due to the repayment of our remaining Term Loan Facility that occurred during the current year. Loss from financing activities decreased $7 million for the year ended December 31, 2023 due to the partial repayment of our Term Loan Facility that occurred during the three months ended June 30, 2022. See Note 10, "Debt" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

We believe our long-term agreements with producers and the quality of the natural gas reserves in the Marcellus/Utica and Haynesville formations position the business for future growth. We will continue to pursue economically attractive expansion opportunities that leverage our current asset footprint and strategic relationships. These growth opportunities include further expansions at Blue Union Gathering, Appalachia Gathering, Ohio Utica Gathering, and Tioga Gathering and Clean Fuels Gathering.

We are subject to extensive U.S. federal, state, and local laws and environmental regulations.regulations, including laws and regulations relating to pipeline safety, climate change and GHG emissions. Additional compliance costs may result as the effects of various substances on the environment and human health are studied and governmentallaws and regulations are developed and implemented. Actual costs to comply with such regulationlaws and regulations could vary substantially from our expectations. Pending or future legislation or regulation could have a material impact on our operations and financial position. Potential impacts include unplanned expenditures for environmental equipment, such as pollution control equipment, financing costs related to additional capital expenditures, and the replacement costs of aging pipelines and other facilities.

In 2024, we completed the Clean Fuels Acquisition and advanced our carbon capture and sequestration project in Louisiana through completion of the Class V test well. The carbon capture and sequestration Class VI permit application was transferredmoved to formal technical review with the Louisiana Department of EnergyConservation and Natural ResourcesEnergy in FebruaryJuly 2024,2025, and we are awaiting the completion of theirthat review.

•Our efforts to advance our Louisiana carbon capture project, as well as other potential carbon capture projects across our geographic regions; and

•Our Clean Fuels Gathering project to capture fugitive methane emissions; andemissions.

Capital project investments have been contemplated in our forecasted capital expenditures discussed in the Capital Investments section below. DT Midstream published our thirdfourth annual Corporate Sustainability Report in 2024.2025. The information in our Corporate Sustainability Report is not incorporated by reference into this Form 10-K.

On December 31, 2024, we closed on the Midwest Pipeline Acquisition of three FERC-regulated natural gas transmission pipelines for $1.2 billion. See Note 16, "AcquisitionsAcquisition" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Our sources of liquidity include cash and cash equivalents generated from operating activities and available borrowings under our Revolving Credit Facility. As of December 31, 2024,2025, we had $16$17 million of letters of credit outstanding and $150 millionno borrowings outstanding under our Revolving Credit Facility. We had approximately $902$1 millionbillion of available liquidity as of December 31, 2024,2025, consisting of cash and cash equivalents and available borrowings under our Revolving Credit Facility.

We believe we will have sufficient operating flexibility, cash resources and funding sources to maintain adequate liquidity amounts and to meet future operating cash, capital expenditure and debt servicing requirements. However, our business is capital intensive, and thean inability to access adequate capital could adversely impact future earnings and cash flows.

Credit ratings are intended to provide banks and capital market participants with a framework for comparing the credit quality of securities and are not a recommendation to buy, sell, or hold securities. Our credit ratings affect our cost of capital and other terms of financing, as well as our ability to access the credit and commercial paper markets. We believe that the current credit ratings provide sufficient access to capital markets. However, disruptions in the banking and capital markets not specifically related to us may affect our ability to access these funding sources or cause an increase in the return required by investors. During the year ended December 31, 2024,2025, our credit rating was upgraded to investment-gradeinvestment grade by both Moody’s Ratings and S&P Global Ratings, and the Company remained investment grade with Fitch Ratings andfollowing ourits outlook2024 wasupgrade. upgradedAs toa positiveresult, byDT bothMidstream Moody'shas andachieved S&P.investment grade rating with all three major credit rating agencies.

(ba) Excludes $19$15 million of unamortized debt issuance costs.

(dc) Represents interest expense related to all Long-term debt.

Capital spending within our Company is primarily for ongoing maintenance and expansion of our existing assets, and if identified, attractive growth opportunities. We have been disciplined in our capital deployment and make growth investments that meet our criteria in terms of strategy, management skills, and identified risks and expected returns. All potential investments are analyzed for their rates of return and cash payback on a risk-adjusted basis. Our total capital expenditures,investments were $431 million for the year ended December 31, 2025, inclusive of $5 million in contributions to equity method investees,investees and $426 million in plant and equipment expenditures. These were $355 million for the year ended December 31, 2024 primarily forrelated to expansions on Blue Union Gathering, Appalachia Gathering, LEAP, Clean Fuels Gathering, Stonewall and Ohio Utica Gathering, LEAP and Appalachia Gathering. On December 31, 2024, we closed on the Midwest Pipeline Acquisition of three FERC-regulated natural gas transmission pipelines for $1.2 billion. See Note 16, "Acquisitions" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K. We anticipate total capital expenditures,investments, inclusive of contributions to equity method investees, for the year ended December 31, 20252026 of approximately $470$490 million to $550$570 million.

In accordance with business combination accounting guidance, the assets acquired and liabilities assumed in an acquired business are measured at their estimated fair values at the acquisition date. As discussed in the Regulation paragraph below, these acquiredthe FERC-regulated pipelines acquired in the Midwest Pipeline Acquisition are accounted for under ASC 980, and thus, the fair value of assets acquired and liabilities assumed subject to these provisions approximate their regulated basis, and therefore no fair value adjustments have been reflected related to these amounts. Customer relationship intangible assets are not subject to rate making and cost recovery provisions, and therefore do include fair value adjustments. Determining the fair value of these items required management's judgment and involved the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. ChangesDuring tothe theseyear estimatesended andDecember assumptions31, could2025, resultthe inCompany materialrecorded changesmeasurement period adjustments related to the fairMidwest valuePipeline ofAcquisition assetsas additional information became available and liabilities as of the acquisitionpurchase date.price allocation was finalized. For income tax purposes, the transaction is treated as a taxable deemed asset acquisition. Accordingly, the majority of deferred income tax assets and liabilities of the acquired entities are eliminated as the tax bases were increased to fair market value which equals net book value.

See Note 7, "Income Taxes" and Note 16, "AcquisitionsAcquisition" to the Consolidated Financial Statements under Part II, Item 8 of this Form 10-K.

Guardian, Midwestern and Viking are subject to rate regulation and accounting requirements of the FERC. The regulated operations of each of these subsidiaries have rates that are (i) established by independent, third-party regulators, (ii) set at levels that will recover our costs when considering the demand and competition for our services and (iii) charged to and collectible from our customers. Accordingly, we follow the accounting for regulated operations as defined in ASC 980, Regulated Operations980 for these pipelines, which results in differences in the application of GAAP between our regulated and non-regulated businesses. These entities are required to record regulatory assets and liabilities for certain transactions that would have been treated as revenue or expense in non-regulated businesses. Future regulatory changes could result in changes in the amounts of regulatory assets and liabilities or the discontinuance of this accounting treatment for regulatory assets and liabilities for some or all of our regulated businesses. We believe that currently available facts support the continued use of regulatory accounting and that all regulatory assets and liabilities are recoverable or refundable in the current regulatory environment.

For purposes of the following discussion, any increases or decreases refer to the comparison of the three months ended MarchJune 31, 2026 to the three months ended December 31, 2025, and the three months ended March 31,30, 2026 to the three months ended March 31, 2026, and the six months ended June 30, 2026 to the six months ended June 30, 2025, as applicable. The following table summarizes our consolidated financial results:

Operating revenues increaseddecreased $12$2 million compared tofor the three months ended DecemberJune 31,30, 20252026 primarily due to higherlower short-term contract revenue on LEAP of $7 million, of which $4 million was production-related and $3 million was fromlower recovery of operational flow order fees, which are offset in operation and maintenance expense, andon LEAP of $4 million, partially offset by higher Stonewall inter-segment revenue from the MVP expansion of $5$3 million. Operating revenues increased $16$23 million compared tofor the threesix months ended MarchJune 31,30, 20252026 primarily due to new contracts for thehigher LEAP expansion of $6 million and production-related revenue of $5$14 million from new customer contracts and higher recovery of operational flow order fees, which are offset in operation and maintenance expense, higher Stonewall inter-segment revenue from the MVP expansion of $12 million, and higher Viking short-term firm service revenue contracts of $3 million, partially offset by lower Stonewall volumes of $5 million.

Operation and maintenance expense decreasedincreased $1$4 million compared tofor the three months ended DecemberJune 31,30, 20252026 primarily due to lower operating expenses on DTM Interstate Transportationtiming of $3pipeline million,integrity evaluations, partially offset by higher operational flow order fees on LEAP ofin $3the million.prior period. Operation and maintenance expense increased $3$8 million compared tofor the threesix months ended MarchJune 31,30, 20252026 primarily due to higher production-related operating expenses and operational flow order fees on LEAP of $3$5 million.

Income tax expense decreasedincreased $4$11 million compared tofor the three months ended DecemberJune 31,30, 2025 primarily2026 due to aan decreaseincrease in the effective tax rate, partially offset by higherlower income before income taxes. Income tax expense wasincreased unchanged$12 comparedmillion tofor the threesix months ended MarchJune 31,30, 2025 primarily2026 due to aan decreaseincrease in the effective tax rate,rate offset byand higher income before income taxes. See Note 7, "Income Taxes" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Operating revenues increased $12 million compared tofor the three months ended DecemberJune 31,30, 20252026 primarily due to higher Appalachia Gathering volumes of $7$6 million,million and higher volumesrecovery andof deficiencyproduction-related feesoperating at Ohio Utica Gatheringexpenses of $4 million on Blue Union Gathering, and higher BlueAppalachia UnionGathering volumes due to the MVP expansion of $5 million, partially offset by lower Susquehanna Gathering volumes of $2 million. Operating revenues increased $22$57 million compared tofor the threesix months ended MarchJune 31,30, 20252026 primarily due to higher volumes of $8$27 million and newhigher contractsrecovery of production-related operating expenses of $4 million aton Blue Union Gathering, higher Appalachia Gathering volumes of $5$16 million, higher Tioga Gathering volumes of $4$7 millionmillion, and higher volumes and deficiency fees aton Ohio Utica Gathering of $3$5 million, partially offset by lower Susquehanna Gathering volumes of $4 million.

Operation and maintenance expense increased $4 million compared tofor the three months ended DecemberJune 31,30, 20252026 primarily due to higher production-related operating expenses at Blue Union Gathering of $3 million. Operation and maintenance expense increased $22 million for the six months ended June 30, 2026 primarily due to higher inter-segment fees at Appalachia Gathering from the MVP expansion of $5$12 million,million partiallyand offsethigher by lowerproduction-related operating expenses at Blue Union Gathering of $3$10 million. Operation and maintenance expense increased $9 million compared to the three months ended March 31, 2025 primarily due to higher inter-segment fees at Appalachia Gathering from the MVP expansion of $5 million and maintenance expenses at Blue Union Gathering of $4 million.

Depreciation and amortization expense increased $5$10 million compared tofor the threesix months ended MarchJune 31,30, 20252026 primarily due to assets placed into service at Blue Union Gathering, Clean Fuels Gathering andGathering, Ohio Utica Gathering, and Appalachia Gathering.

Income tax expense wasincreased unchanged$6 comparedmillion tofor the three months ended DecemberJune 31,30, 2025 primarily2026 due to aan decreaseincrease in the effective tax rate,rate offset byand higher income before income taxes. Income tax expense increased $1$8 million compared tofor the threesix months ended MarchJune 31,30, 2025 primarily2026 due to higher income before income taxes,taxes partiallyand offsetan by a decreaseincrease in the effective tax rate. See Note 7, "Income Taxes" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

For purposes of the following discussion, any increases or decreases refer to the comparison of the threesix months ended MarchJune 31,30, 2026 to the threesix months ended MarchJune 31,30, 2025.

Net cash and cash equivalents from operating activities increased $33$70 million for the threesix months ended MarchJune 31,30, 2026 primarily due to an increase in operating income of $24$47 million after adjustment for non-cash items including depreciation and amortization expense, stock-based compensation, and amortization of operating lease right-of-use assets, andan a decreaseincrease in dividends received from equity method investees of $11$16 million, and increases in net working capital changes of $8 million, partially offset by aan decreaseincrease in cash paid for income taxes, net of refunds received, of $4$3 million.

Net cash and cash equivalents used for investing activities increased $14$48 million for the threesix months ended MarchJune 31,30, 2026 primarily due to an increase in plant and equipment expenditures of $7$31 million, a purchase price adjustment for the Midwest Pipeline Acquisition in 2025 of $10 million, and higher contributions to equity method investees of $4 million and lower distributions received from equity method investees of $3$8 million.

DT Midstream paid cash dividends on common stock of $83$172 million and $75$158 million during the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. See Note 6, "Earnings Per Share and Dividends" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Net cash and cash equivalents used for financing activities decreased $62$90 million for the threesix months ended MarchJune 31,30, 2026 primarily due to proceeds received from the issuance of the Guardian Term Loan of $149 million and lower net repayments under the Revolving Credit Facility of $85$125 million, partially offset by repurchases of the 2029 Notes and 2031 Notes of $148 million, higher payroll taxes paid related to vested stock-based compensation of $13$18 million andmillion, higher dividends paid on common stock of $8$14 million, and lower contributions from noncontrolling interests of $4 million.

Our sources of liquidity include cash and cash equivalents generated from operating activities and available borrowings under our Revolving Credit Facility. As of MarchJune 31,30, 2026, we had $17 million of letters of credit outstanding and no borrowings outstanding under our Revolving Credit Facility. We had approximately $1.1$1.2 billion of available liquidity as of MarchJune 31,30, 2026, consisting of cashCash and cash equivalents and available borrowings under our Revolving Credit Facility.

The Creditcredit Agreementagreements covering the Revolving Credit Facility includesand aGuardian Term Loan include financial covenantcovenants that DT Midstream must maintain.be maintained. We are in compliance with thisthese covenantcovenants as of MarchJune 31,30, 2026. See Note 9, "Debt" to the Consolidated Financial Statements under Part I, Item 1 of this Form 10-Q.

Capital spending within our Company is primarily for ongoing maintenance and expansion of our existing assets, and if identified, attractive growth opportunities. We have been disciplined in our capital deployment and make growth investments that meet our criteria in terms of strategy, management skills, and identified risks and expected returns. All potential investments are analyzed for their rates of return and cash payback on a risk-adjusted basis. Our total capital investments were $83$193 million for the threesix months ended MarchJune 31,30, 2026, inclusive of $5$10 million in contributions to equity method investees and $78$183 million in plant and equipment expenditures. These were primarily related to investments on Blue Union Gathering, Midwestern,Guardian, Appalachia Gathering, Midwestern, Viking and Guardian.Ohio Utica Gathering. We anticipate total capital investments, inclusive of contributions to equity method investees and plant and equipment expenditures, for the year ended December 31, 2026 of approximately $490 million to $570 million.