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DT Midstream Inc 2025年度报告

2026-02-19美股财报「***
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DT Midstream Inc 2025年度报告

Washington, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40392 DT Midstream, Inc. (State or other jurisdiction of incorporation or organization) (I.R.S Employer Identification No.) Registrant's address of principal executive offices: 500 Woodward Ave., Suite 2900, Detroit, Michigan 48226-1279Registrant's telephone number, including area code: (313) 402-8532Securities registered pursuant to Section 12(b) of the Exchange Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T duringthe preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements. Yes☐No☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). Yes☐No☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ On June 30, 2025, the aggregate market value of DT Midstream's voting common stock was approximately $11.0billion (based on the New York Stock Exchange closing priceon such date). Number of shares of common stock outstanding at February17, 2026:Description Shares Common stock, par value $0.01 101,721,471 DOCUMENTS INCORPORATED BY REFERENCE Certain information in DT Midstream's definitive Proxy Statement for our 2026 Annual Meeting of Common Shareholders to be held May5, 2026, which will be filed with theSecurities and Exchange Commission pursuant to Regulation14A, not later than 120days after the end of the registrant’s fiscal year covered by this report on Form10-K, isincorporated herein by reference to PartIII (Items10, 11, 12, 13, and 14)of this Form 10-K. TABLE OF CONTENTS PageDefinitions1Forward-Looking Statements4PART IItems 1. and 2.Business and Properties6Item 1A.Risk Factors24Item 1B.Unresolved Staff Comments39Item 1C.Cybersecurity39Item 3.Legal Proceedings39Item 4.Mine Safety Disclosures39PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of EquitySecurities40Item 6.[Reserved]42Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations42Item 7A.Quantitative and Qualitative Disclosures About Market Risk53Item 8.Financial Statements55Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure94Item 9A.Controls and Procedures94Item 9B.Other Information94Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections95PARTIIIItem 10.Directors, Executive Officers, and Corporate Governance95Item 11.Executive Compensation95Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters95Item 13.Certain Relationships and Related Transactions, and