Targa Resources (TRGP) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A68 rewritten23 added76 removed515 unchanged
All filing items1,144 rewritten463 added587 removed2,858 unchanged
Summary
counted, not written
- Item 1A lists 41 risk factor headings: 2 new, 5 reworded and 34 unchanged since FY2024. 3 headings from FY2024 no longer appear.
- Sentence by sentence, 463 added, 587 removed, 1,144 rewritten and 2,858 unchanged across 17 items that differ.
New Item 1A headings (2)
- Our business is highly competitive, which may affect our ability to hire, train or retain officers and employees needed to manage and operate our business.
- Our and our customers’ operations are subject to a number of risks related to the potential threat of climate change, including evolving regulations for methane and other GHG emissions from the oil and gas sector, that could result in increased operating costs, limit the areas in which oil and natural gas production may occur, reduce demand for the products and services we provide, and reduce our or our customers’ ability to access capital.
Removed Item 1A headings (3)
- We operate in areas of high industry activity, which may affect our ability to hire, train or retain qualified personnel needed to manage and operate our business.
- We typically do not obtain independent evaluations of natural gas or crude oil reserves dedicated to our gathering pipeline systems; therefore, volumes on our systems in the future could be less than we anticipate.
- If we lose any of our named executive officers, our business may be adversely affected.
Reworded Item 1A headings (5)
- Weather events may damage our
[removed: pipelines and other facilities,][added: assets,] limit our ability or increase the costs to operate our business and adversely impact our customers on whom we rely on for throughput as well as third party vendors from whom we receive goods, which developments could cause us to incur significant costs and adversely affect our business, results *of operations and financial condition. - Portions of our pipeline systems may require increased expenditures for maintenance and repair owing to the age of some of our systems, which expenditures or resulting loss of revenue due to pipeline age or condition [added: which] could have
[removed: a material][added: an] adverse effect on our business and results of operations. [removed: Inflationary issues][added: Inflation] and[removed: associated]changes in monetary policy[removed: have resulted in and]may result in[removed: additional]increases to the cost of our goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise.- The amounts we pay in dividends may vary from anticipated amounts and circumstances may arise that lead to conflicts between using funds to pay anticipated dividends or
[removed: to invest][added: for other uses] in our business. - Stakeholder and market attention to sustainability matters
[removed: and disclosure obligations]may impact [added: the disclosure obligations of] our business.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
68 rewritten, 23 added, 76 removed, 515 unchanged
[removed: We operate in areas of high industry activity,] [added: Our business is highly competitive,] which may affect our ability to hire, train or retain [removed: qualified personnel] [added: officers and employees] needed to manage and operate our business.
Weather events may damage our [removed: pipelines and other facilities,] [added: assets,] limit our ability or increase the costs to operate our business and adversely impact our customers on whom we rely on for throughput as well as third party vendors from whom we receive goods, which developments could cause us to incur significant costs and adversely affect our business, results of operations and financial condition.
Portions of our pipeline systems may require increased expenditures for maintenance and repair owing to the age of some of our systems, which expenditures or resulting loss of revenue due to pipeline age or condition [added: which] could have [removed: a material] [added: an] adverse effect on our business and results of operations.
In addition, any acquisitions we complete are subject to substantial risks that could adversely affect our financial condition and results of [removed: operations and reduce our ability to pay dividends to stockholders.][added: operations.]
[removed: Inflationary issues] [added: Inflation] and [removed: associated] changes in monetary policy [removed: have resulted in and] may result in [removed: additional] increases to the cost of our goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise.
The amounts we pay in dividends may vary from anticipated amounts and circumstances may arise that lead to conflicts between using funds to pay anticipated dividends or [removed: to invest] [added: for other uses] in our business.
Our and our customers’ operations are subject to a number of risks [removed: arising out of] [added: related to] the [added: potential] threat of climate change, including [removed: the potential for increasingly stringent] [added: evolving] regulations for methane and other GHG emissions from the oil and gas sector, that could result in increased operating costs, limit the areas in which oil and natural gas production may occur, reduce demand for the products and services we provide, and reduce our or our customers’ ability to access capital.
Stakeholder and market attention to sustainability matters [removed: and disclosure obligations] may impact [added: the disclosure obligations of] our business.
[added: A reduction in demand for NGL products, whether because of general or industry-specific economic conditions, government] regulations, global competition, reduced demand by consumers for products made with NGL products (for example, reduced petrochemical demand observed due to lower activity in the automobile and construction industries), reduced demand for propane or butane exports whether for price or other reasons, increased competition from petroleum-based feedstocks due to pricing differences, mild winter weather for some NGL applications or other reasons, could result in a decline in the volume of NGL products we handle or reduce the fees we charge for our services.
[removed: *We operate in areas of high industry activity,] [added: *Our business is highly competitive,] which may affect our ability to hire, train or retain [removed: qualified personnel] [added: officers and employees] needed to manage and operate our business.*
Any delay or inability to secure the [removed: personnel] [added: officers and employees] necessary for us to continue or complete our current and planned development projects, or any significant increases in costs with respect to the hiring, training or retention of qualified personnel, could have a material adverse effect on our business, financial condition and results of operations.
[removed: We] [added: For example, we do not possess reserves estimation expertise, and we] typically do not obtain independent evaluations of natural gas or crude oil reserves connected to our gathering [removed: systems due to the unwillingness of producers to provide reserve information as well as the cost of such evaluations.][added: systems.]
[removed: If] [added: As a result,] the total reserves or estimated life of the reserves connected to our gathering systems [removed: is less than we anticipate and we are unable to secure additional sources of supply, then the volumes of natural gas or crude oil transported on our gathering systems in the future] could be less than we anticipate.
[added: Additionally, the federal Tenth Circuit Court of Appeals has held that tribal] ownership of even a very small fractional interest in an allotted land, that is, tribal land owned or at one time owned by an individual Indian landowner, bars condemnation of any interest in the allotment.
[removed: There] [added: In addition, there] is substantial competition for [removed: qualified] [added: experienced supervisory and managerial] personnel in the midstream [removed: oil and gas] industry.
We may not be able to retain our existing [removed: named] executive officers or fill new positions or vacancies created by expansion or [removed: turnover.][added: turnover, and we have not entered into employment agreements with any of our named executive officers nor do we maintain “key man” life insurance on the lives of any of our named executive officers.]
*Weather events may damage our [removed: pipelines and other facilities,] [added: assets,] limit our ability or increase the costs to operate our business and adversely impact our customers on whom we rely on for throughput as well as third party vendors from whom we receive goods, which developments could cause us to incur significant costs and adversely affect our business, results* *of operations and financial condition.*
These damages could result in leakage, migration, releases or spills from our operations to surface or subsurface soils, surface water, groundwater or to the Gulf of [removed: Mexico] [added: America] and could result in liability, remedial obligations or otherwise have a negative impact on continued operations.
*Portions of our pipeline systems may require increased expenditures for maintenance and repair owing to the age of some of our systems, which expenditures or resulting loss of revenue due to pipeline age or condition [added: which] could have [removed: a material] [added: an] adverse effect on our business and results of operations.*
[removed: As a result,] [added: Thus,] new pipelines or facilities may [added: receive lower volumes than we anticipate and may] not be able to attract enough throughput to achieve our expected investment return, which could adversely affect our results of operations and financial condition.
If we are unable to develop accretive growth projects or make accretive acquisitions because we are unable to (i) develop growth projects economically or identify attractive acquisition candidates and negotiate acceptable acquisition agreements, (ii) obtain financing for these projects or acquisitions on economically acceptable terms, or (iii) compete successfully for growth projects or acquisitions, then our future growth [removed: and ability to return increasing capital to our shareholders] may be limited.
the failure to realize expected volumes, revenues, profitability or [removed: growth;][added: growth or any expected synergies and cost savings;]
A reduction in divestitures of energy assets by industry participants or a decrease in opportunities for industry expansion could limit our opportunities for future growth projects or acquisitions and could adversely affect our [removed: operations and cash flows available to pay cash dividends to our stockholders.][added: operations.]
[added: These enhancements require a significant commitment of resources,] personnel and the development and maintenance of formalized internal reporting procedures to ensure the reliability of our financial reporting.
[removed: *Inflationary issues] [added: *Inflation] and [removed: associated] changes in monetary policy [removed: have resulted in and] may result in [removed: additional] increases to the cost of our goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise.*
[removed: Although the rate of inflation has generally declined since the second half of 2022, inflationary] [added: Inflationary] pressures [removed: remain] [added: have been] volatile and have resulted in and may result in additional increases to the costs of our goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise.
*The amounts we pay in dividends may vary from anticipated amounts and circumstances may arise that lead to conflicts between using funds to pay anticipated dividends or [removed: to invest] [added: for other uses] in our business.*
As of December 31, [removed: 2024,] [added: 2025,] we have U.S. federal NOL carryforwards of [removed: $4.7] [added: $4.4] billion, which do not expire under current tax laws.
Based on our current interpretation of the IRA, the CAMT and related guidance, [added: the impact from the OBBBA,] and several operational, economic, accounting and regulatory assumptions, we [removed: are currently] [added: do] not [removed: an “applicable corporation”, but we are likely to become one] [added: anticipate paying CAMT] in [removed: a subsequent year, potentially as early as 2026.][added: the near term.]
As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 217,763,821] [added: 214,662,156] outstanding shares of common stock.
[added: For] example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions.
As of December 31, [removed: 2024,] [added: 2025,] certain of our and the Partnership’s debt were at variable interest rates.
As of December 31, [removed: 2024,] [added: 2025,] Targa’s senior unsecured debt was rated “BBB” by Fitch, “Baa2” by Moody’s and “BBB” by S&P.
Any future downgrades in our credit ratings could negatively impact our cost [added: and terms] of raising capital, and a downgrade could also adversely affect our ability to effectively execute aspects of our strategy and to access capital in the public markets.
As of December 31, [removed: 2024,] [added: 2025,] we have outstanding net derivative positions that contain credit-risk related contingent features that are in a net liability position of [removed: $138.2] [added: $104.1] million.
If our credit rating was to be downgraded one notch below investment grade by both Moody’s and S&P, as defined in our ISDAs, we estimate that as of December 31, [removed: 2024,] [added: 2025,] we would not be required to post collateral to any counterparties per the terms of our ISDAs.
If our operating results are not sufficient to service our current or future indebtedness, we will be forced to take actions such as reducing [added: or delaying business activities, investments or capital expenditures, acquisitions, selling assets, restructuring or refinancing debt, or seeking additional equity capital, and such results may adversely affect our ability to make cash dividends.]
The [removed: New] TRGP Revolver provides an available commitment of $3.5 billion, with a requirement to maintain a minimum available borrowing capacity equal to the aggregate amount outstanding under [removed: our] [added: the] Commercial Paper Program, and allows us to request increases in commitments up to an additional $500.0 million.
incur or guarantee additional [removed: indebtedness or issue additional preferred stock;][added: indebtedness;]
pay dividends on our equity securities or to our equity holders or redeem, repurchase or retire our equity securities or subordinated [removed: indebtedness;][added: indebtedness during an event of default;]
In January 2025, PHMSA finalized a rule that enhances the safety requirements for gas distribution pipelines and requires updates to distribution integrity management programs, emergency response plans, operation and maintenance manuals and other safety practices.
However, the current administration withdrew the final rule and, accordingly, it has not been codified.
In addition, any acquisitions we complete are subject to substantial risks that could adversely affect our financial condition and results of operations.
sell or transfer substantially all of our assets or certain accounts receivables of Targa Receivables LLC;
A downgrade in our credit rating could also result in our indebtedness agreements imposing additional restrictive covenants that may place further operating and financial limitations on our business.
Notwithstanding the EPA’s recent proposal to revoke the “Endangerment Finding,” which supports the majority of EPA’s GHG-related regulations, the EPA under previous presidential administrations adopted a number of rules that included, among other things, efforts concerning the reduction, monitoring and reporting of GHG emissions.
In November 2024, the EPA issued a final rule implementing the methane emissions fee, although in February 2025, Congress repealed the rule under the Congressional Review Act.
Additionally, in the OBBBA, Congress delayed the implementation of the methane emission fee until 2034.
We cannot predict if the current Presidential administration and/or Congress may take further actions with respect to the IRA or methane emissions fee, the future implementation of which is uncertain at this time.
However, compliance with this and other air pollution control and permitting requirements has the potential to increase our and our customers’ operating costs and delay development of our projects, which could adversely affect our business and results of operations.
However, in March 2025, the EPA announced plans to reconsider OOOOb and OOOOc, in line with the current Presidential administration’s deregulatory agenda.
Additionally, in November 2025, the EPA finalized an interim rule extending the compliance deadlines for certain provisions provided in OOOOb and OOOOc.
Litigation challenging the EPA’s final interim rule extending such compliance deadlines for new and existing oil and gas sources remains pending.
Additionally, the BLM has halted enforcement of various regulatory compliance deadlines associated with the rule until the end of 2026.
In October 2023, the State of California adopted several laws that require disclosure of various climate risks, targets, and metrics.
However, these laws are currently subject to litigation.
These laws and regulations may impose numerous obligations that are applicable to our operations enforced by various governmental authorities, such as the EPA and BLM, and analogous state agencies.
Business—Regulation of Operations, Environmental and Occupational Health and Safety Matters.”
The Good Neighbor Plan was to have become effective in 2026, but in June 2024, was stayed by the U.S. Supreme Court.
However, following the change in Presidential administrations, the EPA has announced its intention to revisit the Good Neighbor Plan.
However, in November 2025, the EPA and the Corps proposed a rule to further update and narrow the September 2023 definition of WOTUS, guided by the *Sackett v.
EPA* decision.
For more information regarding the regulation of our operations, see “Item 1.
We typically do not obtain independent evaluations of natural gas or crude oil reserves dedicated to our gathering pipeline systems; therefore, volumes on our systems in the future could be less than we anticipate.
If we lose any of our named executive officers, our business may be adversely affected.
A reduction in demand for NGL products, whether because of general or industry-specific economic conditions, government
*We typically do not obtain independent evaluations of natural gas or crude oil reserves dedicated to our gathering pipeline systems; therefore, volumes on our systems in the future could be less than we anticipate.*
Accordingly, we do not have independent estimates of total reserves dedicated to our gathering systems or the anticipated life of such reserves.
A decline in the volumes on our systems could have a material adverse effect on our business, results of operations and financial condition.
Additionally, the federal Tenth Circuit Court of Appeals has held that tribal
*If we lose any of our named executive officers, our business may be adversely affected.*
Our success is dependent upon the efforts of our named executive officers.
Our named executive officers are responsible for executing our business strategies.
We have not entered into employment agreements with any of our named executive officers.
In addition, we do not maintain “key man” life insurance on the lives of any of our named executive officers.
A loss of one or more of our named executive officers could harm our business and prevent us from implementing our business strategies.
For example, following Texas Governor Greg Abbott’s direction to adopt rules related to weather resiliency, in August 2022, the Texas Railroad Commission adopted the Weather Emergency Preparedness Standards rule, which requires critical gas facilities on the state’s Electricity Supply Chain Map (including gas pipelines that directly serve electricity generation) to (i) weatherize to help ensure sustained operations during a weather emergency, (ii) correct known issues that caused weather-related forced stoppages and (iii) contact the Texas Railroad Commission if a facility sustains a weather-related forced stoppage during a weather emergency.
If we are required to further weatherize or update weatherization of certain facilities, we may incur significant costs to complete any additional weatherization.
Additionally, issues beyond our control, such as grid reliability or the severity of any such weather event, might undermine any winterization or emergency weather preparedness efforts we make.
Furthermore, our operations in western Texas and New Mexico may be sensitive to drought and restrictions on water use.
Since we are not engaged in the exploration for and development of natural gas and oil reserves, we do not possess reserve expertise and we often do not have access to third-party estimates of potential reserves in an area prior to constructing pipelines or facilities in such area.
To the extent we rely on estimates of future production in any decision to construct additions to our systems, such estimates may prove to be inaccurate because there are numerous uncertainties inherent in estimating quantities of future production.
the failure to realize any expected synergies and cost savings;
These enhancements require a significant commitment of resources,
The rate of inflation in the U.S. began to increase significantly beginning in the second half of 2021.
Sustained levels of high inflation likewise caused the U.S. Federal Reserve and other central banks to increase interest rates multiple times in 2022 and 2023.
The U.S. Federal Reserve made cuts to benchmark interest rates in 2024; however, there is no guarantee that additional cuts will occur.
Section 382 generally imposes an annual limitation on the amount of NOLs that may be used to offset taxable income when a corporation has undergone an “ownership change” (as determined under Section 382).
An ownership change generally occurs if one or more stockholders (or groups of stockholders) who are each deemed to own at least 5% of our stock change their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period.
In the event that an ownership change was to occur, utilization of our NOL carryforwards would be subject to an annual limitation under Section 382, determined by multiplying the value of our stock at the time of the ownership change by the applicable long-term tax-exempt rate as defined in Section 382, subject to certain adjustments.
We cannot predict our future cash tax payments and tax liabilities given the recent change in Presidential administrations.
If we become an applicable corporation and our CAMT liability is greater than our regular U.S. federal income tax liability for any particular tax year, the CAMT liability would effectively accelerate our future U.S. federal income tax obligations, reducing our cash available for distribution in that year, but provide an offsetting credit against our regular U.S. federal income tax liability for a future year.
As a result, our current expectation is that the impact of the CAMT is limited to timing differences in future tax years.
For
or delaying business activities, investments or capital expenditures, acquisitions, selling assets, restructuring or refinancing debt, or seeking additional equity capital, and such results may adversely affect our ability to make cash dividends.
make investments and certain acquisitions;
sell or transfer assets, including equity securities of our subsidiaries;
prepay, redeem and repurchase certain debt, subject to certain exceptions;
enter into sale and lease-back transactions or take-or-pay contracts; and
However, because the U.S. Supreme Court has held that GHG emissions constitute a pollutant under the CAA, the EPA has adopted rules that, among other things, establish construction and operating permit reviews for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources, implement New Source Performance Standards directing the reduction of methane from certain new, modified, or reconstructed facilities in the oil and natural gas sector, and together with the DOT, implement GHG emissions limits on vehicles manufactured for operation in the United States.
The methane emissions fee began in calendar year 2024 at $900 per ton of methane, increasing to $1,200 in 2025, and $1,500 for 2026 and each year after.
Calculation of the fee is based on certain thresholds established in the IRA.
In order to support implementation of the methane emissions fee, including exemptions from the same, the EPA finalized revisions to its Greenhouse Gas Reporting Rule in May 2024.
An excerpt. Shown here: 40 of 68 rewritten, all 23 added and 40 of 76 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2025 filing and the FY2024 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
171 rewritten, 73 added, 79 removed, 355 unchanged
Risk Factors.” Discussions of [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] that are not included in this Annual Report can be found in Part II, Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, [removed: 2023.][added: 2024.]
| 1st Quarter | | [removed: 3.45] [added: 3.66] | | | | 0.70 | | | | [removed: 76.11] [added: 71.96] | |
[removed: 2023:] [added: 2025:] 44% ethane, 32% propane, 11% normal butane, 4% isobutane and 9% natural gasoline
[removed: Due to increased] [added: Increased] volatility in commodity prices and the broader [removed: market,] [added: market could negatively impact] the ability of companies in the oil and gas industry to seek financing and access the capital markets on favorable terms or at [removed: all has been negatively impacted.][added: all.]
We believe we have sufficient access to financial resources and liquidity necessary to meet our requirements for working capital, debt service payments and capital expenditures in [removed: 2025] [added: 2026] and beyond.
Our contract portfolio, the prevailing pricing environment for [removed: crude oil,] natural [removed: gas] [added: gas, NGLs] and [removed: NGLs,] [added: crude oil,] the impact of our commodity hedging program and its ability to mitigate exposure to commodity price movements, and the volumes of [removed: crude oil,] natural [removed: gas] [added: gas, NGLs] and [removed: NGL] [added: crude oil] throughput on our systems are important factors in determining our profitability.
Our profitability is impacted by our ability to add new sources of natural gas [removed: supply] and crude oil [removed: supply] [added: supplies] to offset the natural decline of existing volumes from oil and natural gas wells that are connected to our gathering and processing systems.
This is achieved by connecting new wells and adding new volumes in existing areas of production, as well as by capturing [removed: crude oil and] natural gas [added: and crude oil] supplies currently gathered by third parties.
Similarly, our profitability is impacted by our ability to add new sources of mixed NGL supply, connected by third-party transportation and [removed: Grand Prix,] [added: our NGL pipeline system,] to our Downstream Business fractionation facilities and at times to our export facilities.
Growth capital expenditures improve the service capability of [removed: the] [added: our] existing assets, extend asset useful lives, increase capacities from existing levels, add capabilities, and reduce costs or enhance revenues.
Capital [removed: spending] [added: spend] associated with growth and maintenance projects is closely monitored.
Return on investment is analyzed before a capital project is approved, [removed: spending] [added: spend] is closely monitored throughout the development of the project, and the subsequent operational performance is compared to the assumptions used in the economic analysis performed for the capital investment approval.
We define adjusted cash flow from operations as adjusted EBITDA less cash interest expense on debt obligations and cash [removed: taxes.][added: tax (expense) benefit.]
We define adjusted free cash flow as adjusted cash flow from operations less maintenance capital expenditures [removed: (net of any reimbursements of project costs)] and growth capital expenditures, net of [added: any reimbursements of project costs and] contributions from noncontrolling [removed: interest] [added: interests] and including contributions to investments in unconsolidated affiliates.
The following table reconciles the non-GAAP financial measures used by management to the most directly comparable GAAP measures for the periods [removed: indicated:][added: presented:]
| Net income (loss) attributable to Targa Resources Corp. | $ | [removed: 1,312.0] [added: 1,923.0] | | | $ | [removed: 1,345.9] [added: 1,312.0] | |
| Interest (income) expense, net | | [removed: 767.2] [added: 852.8] | | | | [removed: 687.8] [added: 767.2] | |
| Income tax expense (benefit) | | [removed: 384.5] [added: 529.7] | | | | [removed: 363.2] [added: 384.5] | |
| Depreciation and amortization expense | | [removed: 1,423.0] [added: 1,515.3] | | | | [removed: 1,329.6] [added: 1,423.0] | |
| (Gain) loss on sale or disposition of assets | | [removed: (3.1] [added: (6.1] | ) | | | [removed: (5.3] [added: (3.1] | ) |
| Write-down of assets | | [removed: 6.2] [added: 18.8] | | | | [removed: 6.9] [added: 6.2] | |
| (Gain) loss from financing activities | | [removed: 0.8] [added: 2.4] | | | | [removed: 2.1] [added: 0.8] | |
| Equity (earnings) loss | | [removed: (9.4] [added: (11.8] | ) | | | [removed: (9.0] [added: (9.4] | ) |
| Distributions from unconsolidated affiliates | | [removed: 25.3] [added: 28.5] | | | | [removed: 18.6] [added: 25.3] | |
| Compensation on equity grants | | [removed: 63.2] [added: 69.5] | | | | [removed: 62.4] [added: 63.2] | |
| Risk management activities | | [removed: 164.6] [added: 5.3] | | | | [removed: (275.4] [added: 164.6] | [removed: )] |
| Noncontrolling interests adjustments (1) | | [removed: 3.9] [added: 11.4] | | | | [removed: (3.7] [added: 3.9] | [removed: )] |
| Adjusted EBITDA | $ | [removed: 4,142.3] [added: 4,957.4] | | | $ | [removed: 3,530.0] [added: 4,142.3] | |
| Interest expense on debt obligations (3) | | [removed: (752.4] [added: (835.4] | ) | | | [removed: (675.8] [added: (752.4] | ) |
| Adjusted Cash Flow from Operations | $ | [removed: 3,372.4] [added: 4,108.9] | | | $ | [removed: 2,840.6] [added: 3,372.4] | |
| Maintenance capital expenditures, net (4) | | [removed: (231.9] [added: (226.4] | ) | | | [removed: (223.4] [added: (231.9] | ) |
| Growth capital expenditures, net (4) | | [removed: (3,000.4] [added: (3,343.5] | ) | | | [removed: (2,224.5] [added: (3,000.4] | ) |
| Adjusted Free Cash Flow | $ | [removed: 140.1] [added: 539.0] | | | $ | [removed: 392.7] [added: 140.1] | |
Represents adjustments related to our subsidiaries with noncontrolling interests, including depreciation and amortization expense as well as earnings for certain plants within our WestTX joint venture not subject to noncontrolling [removed: interest.][added: interest accounting.]
Litigation [removed: expense] [added: and environmental reserves] includes charges related to [added: specific] litigation [removed: resulting from the major winter storm in February 2021] [added: and environmental compliance matters] that [removed: we consider] [added: are nonrecurring in nature and] outside the ordinary course of our business and/or not reflective of our ongoing core operations.
We may incur such charges from time to time, and we believe it is useful to exclude [removed: such] [added: these] charges [removed: because] [added: as] we do not consider them reflective of our ongoing core [removed: operations and because of the generally singular nature of the claims underlying such litigation.][added: operations.]
Excludes amortization [removed: of] [added: recognized in] interest expense.
The year ended December 31, 2024 includes $55.8 million of interest expense [added: on a 2024 legal ruling] associated with [added: an agreement, dated December 27, 2015, for crude oil and condensate between Targa Channelview LLC, then a subsidiary of] the [removed: Splitter Agreement ruling.][added: Company, and Noble Americas Corp (the “Splitter Agreement”).]
Represents capital expenditures, net of [added: any reimbursements of project costs and] contributions from noncontrolling interests and includes contributions to investments in unconsolidated affiliates.
| 2025 | | | | | | | | | | | |
| 4th Quarter | $ | 3.55 | | | $ | 0.56 | | | $ | 59.95 | |
| 3rd Quarter | | 3.07 | | | | 0.57 | | | | 65.35 | |
| 2nd Quarter | | 3.44 | | | | 0.61 | | | | 65.04 | |
| 2025 Average | | 3.43 | | | | 0.61 | | | | 65.58 | |
| | 2025 | | | | 2024 | | |
| Litigation and environmental reserves (2) | | 18.6 | | | | 4.1 | |
| Cash tax (expense) benefit | | (13.1 | ) | | | (17.5 | ) |
| Other, net | | (3.8 | ) | | | 0.4 | | | | (4.2 | ) | NM | | |
Lower transportation and fractionation fees were due to a planned turnaround at a portion of our facilities in Mont Belvieu, Texas.
The increase in other operating (income) expense was primarily due to recognition of Section 45Q tax credits earned through our carbon capture and sequestration activities.
The increase in income tax (expense) benefit was primarily due to the increase in pre-tax book income and a decrease in income allocated to noncontrolling interest that is not taxable to the Company.
The decrease in net income attributable to noncontrolling interests was primarily due to the Badlands Transaction in the first quarter of 2025 and the acquisition of the remaining membership interest in CBF (the “CBF Acquisition”) in the fourth quarter of 2024.
| December 31, 2025 | | $ | 2,439.2 | | | $ | 2,788.3 | | | $ | (5.3 | ) |
| Central (5) | | | 1,055.4 | | | | | 1,077.3 | | | | | (21.9 | ) | | | (2 | %) |
| Badlands (5) (6) | | | 130.3 | | | | | 136.3 | | | | | (6.0 | ) | | | (4 | %) |
| Coastal | | | 439.1 | | | | | 449.6 | | | | | (10.5 | ) | | | (2 | %) |
| Total | | | 8,016.2 | | | | | 7,433.6 | | | | | 582.6 | | | | 8 | % |
| Central (5) | | | 111.5 | | | | | 105.5 | | | | | 6.0 | | | | 6 | % |
| Badlands (5) | | | 16.3 | | | | | 16.6 | | | | | (0.3 | ) | | | (2 | %) |
| Coastal | | | 34.7 | | | | | 35.8 | | | | | (1.1 | ) | | | (3 | %) |
| Total | | | 1,043.1 | | | | | 946.2 | | | | | 96.9 | | | | 10 | % |
| Crude oil gathered, MBbl/d | | | 116.5 | | | | | 134.5 | | | | | (18.0 | ) | | | (13 | %) |
| Natural gas (BBtu) | | | 30.1 | | | $ | 1.711 | | | $ | 51.5 | | | | 43.7 | | | $ | 1.924 | | | $ | 84.1 | |
| NGL (MMgal) | | | 304.9 | | | | (0.005 | ) | | | (1.5 | ) | | | 449.8 | | | | 0.035 | | | | 15.8 | |
| Crude oil (MBbl) | | | 2.9 | | | | 6.586 | | | | 19.1 | | | | 2.1 | | | | (2.048 | ) | | | (4.3 | ) |
| | | | | | | | | | | $ | 69.1 | | | | | | | | | | | $ | 95.6 | |
*2025 Compared to 2024*
| | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Operating margin | $ | | 2,788.3 | | | $ | | 2,355.1 | | | $ | | 433.2 | | | 18% |
| Fractionation volumes | | | 1,057.6 | | | | | 936.1 | | | | | 121.5 | | | 13% |
| Export volumes (3) | | | 429.1 | | | | | 423.6 | | | | | 5.5 | | | 1% |
| NGL sales | | | 1,212.3 | | | | | 1,159.1 | | | | | 53.2 | | | 5% |
*2025 Compared to 2024*
The increase in operating expenses was predominantly due to system expansions and planned maintenance.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 4,303.2 | |
On January 6, 2026, we used $650.0 million in borrowings from the Commercial Paper Program and $600.0 million from the Securitization Facility to fund the Stakeholder Acquisition.
| 2023 | | | | | | | | | | | |
| 4th Quarter | $ | 2.88 | | | $ | 0.60 | | | $ | 78.33 | |
| 3rd Quarter | | 2.54 | | | | 0.62 | | | | 82.18 | |
| 2nd Quarter | | 2.09 | | | | 0.56 | | | | 73.75 | |
| 2023 Average | | 2.74 | | | | 0.62 | | | | 77.59 | |
| | 2024 | | | | 2023 | | |
| Litigation expense (2) | | 4.1 | | | | 6.9 | |
| Cash taxes | | (17.5 | ) | | | (13.6 | ) |
| Gain (loss) from financing activities | | (0.8 | ) | | | (2.1 | ) | | | 1.3 | | | 62 | % |
| Other, net | | 1.2 | | | | (2.8 | ) | | | 4.0 | | NM | | |
Higher capitalized interest is due to system expansions and higher interest rates.
See Note 17 – Contingencies for additional information related to the legal ruling.
The increase in income tax expense is primarily due to the release of state valuation allowance in 2023.
| | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2023 | | | 2,082.2 | | | | 1,948.7 | | | | 275.5 | |
| SouthTX | | | 325.9 | | | | | 367.4 | | | | | (41.5 | ) | | | (11 | %) |
| North Texas | | | 186.9 | | | | | 205.9 | | | | | (19.0 | ) | | | (9 | %) |
| SouthOK (5) | | | 351.7 | | | | | 385.0 | | | | | (33.3 | ) | | | (9 | %) |
| WestOK | | | 212.8 | | | | | 207.1 | | | | | 5.7 | | | | 3 | % |
| Total Central | | | 1,077.3 | | | | | 1,165.4 | | | | | (88.1 | ) | | | (8 | %) |
| Badlands (5) (6) | | | 136.3 | | | | | 130.0 | | | | | 6.3 | | | | 5 | % |
| Total Field | | | 6,984.0 | | | | | 6,357.1 | | | | | 626.9 | | | | 10 | % |
| Coastal | | | 449.6 | | | | | 541.1 | | | | | (91.5 | ) | | | (17 | %) |
| Total | | | 7,433.6 | | | | | 6,898.2 | | | | | 535.4 | | | | 8 | % |
| SouthTX (5) | | | 32.8 | | | | | 40.9 | | | | | (8.1 | ) | | | (20 | %) |
| North Texas | | | 22.6 | | | | | 24.0 | | | | | (1.4 | ) | | | (6 | %) |
| SouthOK (5) | | | 35.0 | | | | | 43.1 | | | | | (8.1 | ) | | | (19 | %) |
| WestOK | | | 15.1 | | | | | 12.5 | | | | | 2.6 | | | | 21 | % |
| Total Central | | | 105.5 | | | | | 120.5 | | | | | (15.0 | ) | | | (12 | %) |
| Badlands (5) | | | 16.6 | | | | | 15.5 | | | | | 1.1 | | | | 7 | % |
| Total Field | | | 910.4 | | | | | 825.3 | | | | | 85.1 | | | | 10 | % |
| Coastal | | | 35.8 | | | | | 39.2 | | | | | (3.4 | ) | | | (9 | %) |
| Total | | | 946.2 | | | | | 864.5 | | | | | 81.7 | | | | 9 | % |
| Crude oil, Badlands, MBbl/d | | | 106.6 | | | | | 105.5 | | | | | 1.1 | | | | 1 | % |
| Crude oil, Permian, MBbl/d | | | 27.9 | | | | | 27.4 | | | | | 0.5 | | | | 2 | % |
(7)
| Natural gas (BBtu) | | | 43.7 | | | $ | 1.92 | | | $ | 84.1 | | | | 63.2 | | | $ | 1.22 | | | $ | 77.4 | |
| NGL (MMgal) | | | 449.8 | | | | 0.04 | | | | 15.8 | | | | 680.3 | | | | 0.07 | | | | 49.9 | |
| Crude oil (MBbl) | | | 2.1 | | | | (2.05 | ) | | | (4.3 | ) | | | 2.4 | | | | (6.92 | ) | | | (16.6 | ) |
An excerpt. Shown here: 40 of 171 rewritten, 40 of 73 added and 40 of 79 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2025 filing and the FY2024 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
20 rewritten, 4 added, 5 removed, 56 unchanged
[removed: Crude oil, NGL and natural gas] [added: The] prices [added: for natural gas, NGLs and crude oil] are volatile.
In an effort to reduce the variability of our cash flows, we have entered into derivative instruments to hedge the commodity price associated with a portion of our expected natural gas, NGL and condensate equity volumes, future commodity purchases and sales, and transportation basis risk through [removed: 2028.][added: 2029.]
[removed: Cash flows from] [added: Both the realized settlements for] a derivative instrument designated as a hedge [added: and the related cash flows] are classified in the same category as the [removed: cash flows from the] item being [removed: hedged.][added: hedged within the Consolidated Statement of Operations and within the Consolidated Statements of Cash Flows.]
In an effort to reduce the variability of our cash flows, as of December 31, [removed: 2024,] [added: 2025,] we have hedged the commodity price associated with a portion of our expected (i) natural gas, NGL, and condensate equity volumes in our Gathering and Processing operations that result from our percent-of-proceeds processing arrangements, (ii) future commodity purchases and sales in our Logistics and Transportation segment and (iii) natural gas transportation basis risk in our Logistics and Transportation segment.
We [added: may] utilize purchased puts (or floors) and calls (or caps) to hedge additional expected equity commodity volumes without creating volumetric risk.
The fair values of our natural gas and NGL hedges are based on published index prices for [added: delivery at various locations, which closely approximate the actual natural gas and NGL delivery points.]
A portion of our condensate sales are hedged using crude oil hedges that are based on [removed: the] NYMEX futures contracts for West Texas Intermediate light, sweet crude.
A majority of these commodity price hedges are documented pursuant to a [removed: ISDA] [added: standard International Swaps and Derivatives Association (“ISDA”) form] with customized credit and legal terms.
The following table shows the effect of hypothetical price movements on the estimated fair value of our derivative instruments as of December 31, [removed: 2024:][added: 2025:]
[removed: During the years ended December 31, 2024 and 2023, our] [added: Our] operating revenues increased (decreased) by [removed: $(245.4)] [added: $(160.3)] million and [removed: $441.1] [added: $(245.4)] million [added: during the years ended December 31, 2025 and 2024, respectively,] as a result of transactions accounted for as derivatives.
The estimated fair value of our risk management position has moved from a net [removed: asset] [added: liability] position of [removed: $74.4] [added: $172.2] million at December 31, [removed: 2023] [added: 2024] to a net liability position of [removed: $172.2] [added: $66.9] million at December 31, [removed: 2024.][added: 2025.]
We are exposed to the risk of changes in interest rates, primarily as a result of variable rate borrowings under the [removed: New] TRGP Revolver, the Commercial Paper Program and the Securitization Facility.
As of December 31, [removed: 2024,] [added: 2025,] we do not have any interest rate hedges.
To the extent that interest rates increase, interest expense for the [removed: New] TRGP Revolver, the Commercial Paper Program and the Securitization Facility will also increase.
As of December 31, [removed: 2024,] [added: 2025,] we had [removed: $1.5 billion] [added: $161.0 million] in outstanding variable rate borrowings.
A hypothetical change of 100 basis points in the rate of our variable interest rate debt would impact our consolidated annual interest expense by [removed: $14.6] [added: $1.6] million based on our December 31, [removed: 2024] [added: 2025] debt balances.
These netting provisions allow us to net settle asset and liability positions with the same counterparties within the same Targa entity, and [removed: would] reduce our maximum loss due to counterparty credit risk by [removed: $13.4] [added: $6.2] million as of December 31, [removed: 2024.][added: 2025.]
The range of losses attributable to our individual counterparties as of December 31, [removed: 2024] [added: 2025] would be between [removed: $0.0] [added: $0.1] million and [removed: $3.8] [added: $14.9] million, depending on the counterparty in default.
Our allowance for credit losses was [added: $0.7 million and] $2.5 million as of [removed: both] December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024, respectively.]
During the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] no customer comprised 10% or greater of our consolidated revenues.
| Natural gas | $ | (161.1 | ) | | $ | (94.1 | ) | | $ | (228.1 | ) |
| NGL | | 51.2 | | | | 124.6 | | | | (22.2 | ) |
| Crude oil | | 43.0 | | | | 71.3 | | | | 14.7 | |
| Total | $ | (66.9 | ) | | $ | 101.8 | | | $ | (235.6 | ) |
delivery at various locations, which closely approximate the actual natural gas and NGL delivery points.
| Natural gas | $ | (162.8 | ) | | $ | (105.6 | ) | | $ | (219.9 | ) |
| NGLs | | (20.4 | ) | | | 33.1 | | | | (74.0 | ) |
| Crude oil | | 11.0 | | | | 51.7 | | | | (29.7 | ) |
| Total | $ | (172.2 | ) | | $ | (20.8 | ) | | $ | (323.6 | ) |
Item 1. Financial Statements.
566 rewritten, 254 added, 282 removed, 813 unchanged
| | December 31, [removed: 2024] [added: 2025] | | | | December 31, [removed: 2023] [added: 2024] | | |
| Cash and cash equivalents | $ | [removed: 157.3] [added: 166.1] | | | $ | [removed: 141.7] [added: 157.3] | |
| Trade receivables, net of allowances of [removed: $2.5] [added: $0.7] million and $2.5 million as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | [removed: 1,618.3] [added: 1,474.6] | | | | [removed: 1,471.0] [added: 1,618.3] | |
| Inventories | | [removed: 334.3] [added: 429.3] | | | | [removed: 371.5] [added: 334.3] | |
| Assets from risk management activities | | [removed: 61.8] [added: 154.7] | | | | [removed: 111.9] [added: 61.8] | |
| Other current assets | | [removed: 124.6] [added: 138.0] | | | | [removed: 98.5] [added: 124.6] | |
| Total current assets | | [removed: 2,296.3] [added: 2,362.7] | | | | [removed: 2,194.6] [added: 2,296.3] | |
| Property, plant and equipment, net | | [removed: 18,062.7] [added: 20,534.8] | | | | [removed: 15,806.4] [added: 18,062.7] | |
| Intangible assets, net | | [removed: 1,977.4] [added: 1,651.4] | | | | [removed: 2,350.6] [added: 1,977.4] | |
| Long-term assets from risk management activities | | [removed: 25.3] [added: 35.0] | | | | [removed: 33.3] [added: 25.3] | |
| Investments in unconsolidated affiliates | | [removed: 193.3] [added: 307.1] | | | | [removed: 146.3] [added: 193.3] | |
| Other long-term assets | | [removed: 179.1] [added: 327.4] | | | | [removed: 140.6] [added: 179.1] | |
| Total assets | $ | [removed: 22,734.1] [added: 25,218.4] | | | $ | [removed: 20,671.8] [added: 22,734.1] | |
| Accounts payable | $ | [removed: 2,012.5] [added: 1,873.0] | | | $ | [removed: 1,574.9] [added: 2,012.5] | |
| Accrued liabilities | | [removed: 336.0] [added: 358.6] | | | | [removed: 281.7] [added: 336.0] | |
| Interest payable | | [removed: 269.1] [added: 311.0] | | | | [removed: 229.6] [added: 269.1] | |
| Liabilities from risk management activities | | [removed: 167.3] [added: 234.1] | | | | [removed: 54.0] [added: 167.3] | |
| Current debt obligations | | [removed: 387.7] [added: 770.1] | | | | [removed: 620.7] [added: 387.7] | |
| Total current liabilities | | [removed: 3,172.6] [added: 3,546.8] | | | | [removed: 2,760.9] [added: 3,172.6] | |
| Long-term debt | | [removed: 13,786.9] [added: 16,662.4] | | | | [removed: 12,333.2] [added: 13,786.9] | |
| Long-term liabilities from risk management activities | | [removed: 92.0] [added: 22.5] | | | | [removed: 16.8] [added: 92.0] | |
| Deferred income taxes, net | | [removed: 872.1] [added: 1,393.5] | | | | [removed: 535.8] [added: 872.1] | |
| Other long-term liabilities | | [removed: 392.3] [added: 395.0] | | | | [removed: 415.1] [added: 392.3] | |
| Common Stock ($0.001 par value, 450,000,000 shares authorized as of December 31, [removed: 2024] [added: 2025] and [removed: 2023)] [added: 2024)] | | 0.2 | | | | 0.2 | |
| Additional paid-in capital | | [removed: 3,089.1] [added: 3,088.1] | | | | [removed: 3,058.8] [added: 3,089.1] | |
| Retained earnings (deficit) | | [removed: 1,190.0] [added: 2,294.4] | | | | [removed: 492.0] [added: 1,190.0] | |
| Accumulated other comprehensive income (loss) | | [removed: 27.5] [added: 113.8] | | | | [removed: 85.6] [added: 27.5] | |
| Treasury stock, at cost [removed: (24,000,284] [added: (28,108,057] shares and [removed: 17,484,440] [added: 24,000,284] shares as of December 31, [removed: 2024] [added: 2025] and [removed: 2023)] [added: 2024)] | | [removed: (1,714.4] [added: (2,428.6] | ) | | | [removed: (896.9] [added: (1,714.4] | ) |
| Total Targa Resources Corp. stockholders’ equity | | [removed: 2,592.4] [added: 3,067.9] | | | | [removed: 2,739.7] [added: 2,592.4] | |
| Noncontrolling interests | | [removed: 1,825.8] [added: 130.3] | | | | [removed: 1,870.3] [added: 1,825.8] | |
| Total owners’ equity | | [removed: 4,418.2] [added: 3,198.2] | | | | [removed: 4,610.0] [added: 4,418.2] | |
| Total liabilities and owners’ equity | $ | [removed: 22,734.1] [added: 25,218.4] | | | $ | [removed: 20,671.8] [added: 22,734.1] | |
| | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | |
| Sales of commodities | $ | [removed: 13,891.8] [added: 14,403.5] | | | $ | [removed: 13,962.1] [added: 13,891.8] | | | $ | [removed: 19,066.0] [added: 13,962.1] | |
| Fees from midstream services | | [removed: 2,489.7] [added: 2,624.8] | | | | [removed: 2,098.2] [added: 2,489.7] | | | | [removed: 1,863.8] [added: 2,098.2] | |
| Total revenues | | [removed: 16,381.5] [added: 17,028.3] | | | | [removed: 16,060.3] [added: 16,381.5] | | | | [removed: 20,929.8] [added: 16,060.3] | |
| Product purchases and fuel | | [removed: 10,703.0] [added: 10,507.8] | | | | [removed: 10,676.4] [added: 10,703.0] | | | | [removed: 16,882.1] [added: 10,676.4] | |
| Operating expenses | | [removed: 1,175.6] [added: 1,298.3] | | | | [removed: 1,077.9] [added: 1,175.6] | | | | [removed: 912.8] [added: 1,077.9] | |
| Depreciation and amortization expense | | [removed: 1,423.0] [added: 1,515.3] | | | | [removed: 1,329.6] [added: 1,423.0] | | | | [removed: 1,096.0] [added: 1,329.6] | |
| General and administrative expense | | [removed: 384.9] [added: 406.0] | | | | [removed: 348.7] [added: 384.9] | | | | [removed: 309.7] [added: 348.7] | |
| December 31, 2025 242,770,213 214,662,156 | | | | | | | |
| Other, net | | (3.8 | ) | | | 0.4 | | | | (4.9 | ) |
| Other, net | | | 21.4 | | | | 14.5 | | | | 9.6 | |
| Other, net | | | 27.1 | | | | 1.9 | | | | 3.7 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | Retained | | | Accumulated | | | | | | | | | | | | | | |
| | | | | | | | | Additional | | | Earnings | | | Other | | | Treasury | | | | | | | | | Total | | |
| | | Common Stock | | | | | | Paid in | | | (Accumulated | | | Comprehensive | | | Shares | | | | | | Noncontrolling | | | Owners’ | | |
| | | Shares | | | Amount | | | Capital | | | Deficit) | | | Income (Loss) | | | Shares | | | Amount | | | Interests | | | Equity | | |
| | | (In millions, except shares in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2024 | | | 217,764 | | $ | 0.2 | | $ | 3,089.1 | | $ | 1,190.0 | | $ | 27.5 | | | 24,000 | | $ | (1,714.4 | ) | $ | 1,825.8 | | $ | 4,418.2 | |
| Excise tax on repurchases of common stock | | | — | | | — | | | — | | | — | | | — | | | — | | | (5.1 | ) | | — | | | (5.1 | ) |
| Repurchase of noncontrolling interests, net of tax | | | — | | | — | | | (70.5 | ) | | — | | | — | | | — | | | — | | | (1,709.2 | ) | | (1,779.7 | ) |
| Net income (loss) | | | — | | | — | | | — | | | 1,923.0 | | | — | | | — | | | — | | | 33.7 | | | 1,956.7 | |
| Balance, December 31, 2025 | | | 214,662 | | $ | 0.2 | | $ | 3,088.1 | | $ | 2,294.4 | | $ | 113.8 | | | 28,108 | | $ | (2,428.6 | ) | $ | 130.3 | | $ | 3,198.2 | |
17.5% non-operated ownership interest in Blackcomb and Traverse pipelines, which are currently under construction, held by Blackcomb as defined in “Note 4 – Acquisitions and Joint Ventures”.
We recognize realized 45Q tax credits in excess of Targa’s quarterly estimated tax liability as long-term assets until they are monetized or are otherwise realized.
See “Note 19 – Income Taxes”.
*Targeted Improvements to the Accounting for Internal-Use Software*
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.
The amendments in this Update, among other items, remove all references to prescriptive and sequential software development stages and require entities to start capitalizing software costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.
The amendments permit the use of prospective, modified retrospective, or full retrospective transition approaches.
We are evaluating the effect of the amendments on our consolidated financial statements and related disclosures.
*Accounting for Government Grants Received by Business Entities*
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities.
The amendments in this Update, among other items, establish guidance on the recognition, measurement and presentation of government grants received by a business entity.
The amendments permit the use of modified prospective, modified retrospective, or retrospective approaches.
We are evaluating the effect of the amendments on our consolidated financial statements and related disclosures.
We expect to apply the amendments for interim periods beginning in the quarterly report on Form 10-Q for the quarter ending March 31, 2029 and for fiscal years beginning in the annual report on Form 10-K for the year ending December 31, 2029.
In July 2024, we entered into a joint venture (“Blackcomb Joint Venture”) which will construct the Blackcomb pipeline.
In April 2025, WhiteWater announced the Blackcomb Joint Venture reached a final investment decision to construct the Traverse pipeline.
The bi-directional Traverse pipeline is designed to transport up to 2.5 Bcf/d of natural gas through approximately 160 miles of pipeline between the Agua Dulce area and the Katy area, pending the receipt of customary regulatory and other approvals.
Both the Blackcomb and Traverse pipelines will be operated by an affiliate of WhiteWater.
As a result of the acquisition, we own 100% of the interests in and earnings of Targa Badlands effective January 1, 2025.
In December 2025, we completed the purchase of all of the membership interests in Dovetail Midstream, LLC (“Dovetail”), a wholly-owned subsidiary of Riley Exploration Permian, Inc (“Riley”), and on December 24, 2025, we completed the purchase of certain compressor assets from Riley for aggregate cash consideration of approximately $122.8 million for both the membership interests in Dovetail and certain compressor assets, subject to customary closing adjustments (together, the “Dovetail Acquisition”).
The assets acquired in the Dovetail Acquisition primarily consist of compression and natural gas gathering infrastructure in Eddy County, New Mexico.
Subject to certain volume-based performance thresholds, additional cash of up to $60.0 million may be payable to Riley over a five-year period.
As part of the acquisition, we acquired approximately $55.1 million of Property, plant and equipment, net and recorded approximately $67.2 million of goodwill, which is fully deductible for federal income tax purposes.
| December 31, 2023 240,095,699 222,611,259 | | | | | | | |
| Gain (loss) from financing activities | | (0.8 | ) | | | (2.1 | ) | | | (49.6 | ) |
| Gain (loss) from sale of equity method investment | | — | | | | — | | | | 435.9 | |
| Other, net | | 1.2 | | | | (2.8 | ) | | | (15.1 | ) |
| Dividends on Series A Preferred Stock | | — | | | | — | | | | 30.0 | |
| Deemed dividends on Series A Preferred Stock | | — | | | | — | | | | 215.5 | |
| | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Gain) loss on sale or disposition of assets | | | (3.1 | ) | | | (5.3 | ) | | | (9.6 | ) |
| Write-downs of assets | | | 6.2 | | | | 6.9 | | | | 9.8 | |
| Accretion of asset retirement obligations | | | 10.6 | | | | 5.9 | | | | 4.8 | |
| (Gain) loss from financing activities | | | 0.8 | | | | 2.1 | | | | 49.6 | |
| (Gain) loss from sale of equity method investment | | | — | | | | — | | | | (435.9 | ) |
| Proceeds from sale of assets | | | 3.3 | | | | 4.7 | | | | 23.0 | |
| Proceeds from sale of equity method investment | | | — | | | | — | | | | 857.0 | |
| Other, net | | | (1.4 | ) | | | (1.0 | ) | | | (1.6 | ) |
| Proceeds from borrowings under credit facilities | | | — | | | | — | | | | 5,845.0 | |
| Repayments of term loan facility | | | (500.0 | ) | | | (1,000.0 | ) | | | — | |
| Redemption of Series A Preferred Stock | | | — | | | | — | | | | (965.2 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, December 31, 2021 | | | 228,221 | | $ | 0.2 | | $ | 4,268.9 | | $ | (1,822.3 | ) | $ | (230.9 | ) | | 7,884 | | $ | (204.1 | ) | $ | 3,166.9 | | $ | 5,178.7 | | $ | 749.7 | |
| Deemed dividends - redemption of Series A Preferred Stock | | | — | | | — | | | (215.5 | ) | | — | | | — | | | — | | | — | | | — | | | (215.5 | ) | | — | |
| Dividends in excess of retained earnings | | | — | | | — | | | (318.3 | ) | | 318.3 | | | — | | | — | | | — | | | — | | | — | | | — | |
| Redemption of Series A Preferred Stock | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (749.7 | ) |
| Net income (loss) | | | — | | | — | | | — | | | 1,195.5 | | | — | | | — | | | — | | | 335.9 | | | 1,531.4 | | | — | |
| Dividends in excess of retained earnings | | | — | | | — | | | (193.5 | ) | | 193.5 | | | — | | | — | | | — | | | — | | | — | | | — | |
| Dividends - $2.75 per share | | | — | | | — | | | — | | | (610.2 | ) | | — | | | — | | | — | | | — | | | (610.2 | ) | | — | |
| Contributions from noncontrolling interests | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 12.0 | | | 12.0 | | | — | |
17.5% ownership interest in Blackcomb as defined in Note 4 – Acquisitions and Divestitures.
commencement date based on the present value of future lease payments over the lease term.
*Improvements to Reportable Segment Disclosures*
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.
The amendments in this update require, among other items, that public entities disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss.
The disclosures required in the amendments apply retrospectively to all prior periods presented in the financial statements.
See Note 22 – Segment Information.
The impact of the adoption will be limited to disclosure in the notes to consolidated financial statements.
Delaware Basin Acquisition
In July 2022, we completed the acquisition of all of the interests in Lucid Energy Delaware, LLC (“Lucid”) from Riverstone Holdings LLC and Goldman Sachs Asset Management for approximately $3.5 billion in cash (the “Delaware Basin Acquisition”), subject to customary closing adjustments.
We received a final net working capital adjustment payment of approximately $11.4 million in the fourth quarter of 2022.
An excerpt. Shown here: 40 of 566 rewritten, 40 of 254 added and 40 of 282 removed. The counts are complete. For every sentence, read Item 1. Financial Statements. in the FY2025 filing and the FY2024 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 15 removed, 0 unchanged
[removed: Additional] [added: The] information required for this item is provided in [removed: Note] [added: “Note] 17 – [removed: Contingencies,] [added: Contingencies,”] under the heading “Legal Proceedings” included in the Notes to Consolidated Financial Statements included under Part II, Item 8 of this Annual Report, which is incorporated by reference into this item.
On December 26, 2018, Vitol Americas Corp. (“Vitol”) filed a lawsuit in the 80th District Court of Harris County (the “District Court”), Texas against Targa Channelview LLC, then a subsidiary of the Company (“Targa Channelview”), seeking recovery of $129.0 million in payments made to Targa Channelview, additional monetary damages, attorneys’ fees and costs.
Vitol alleged that Targa Channelview breached an agreement, dated December 27, 2015, for crude oil and condensate between Targa Channelview and Noble Americas Corp. (the “Splitter Agreement”), which provided for Targa Channelview to construct a crude oil and condensate splitter (the “Splitter”) adjacent to a barge dock owned by Targa Channelview to provide services contemplated by the Splitter Agreement.
In January 2018, Vitol acquired Noble Americas Corp. and on December 23, 2018, Vitol voluntarily elected to terminate the Splitter Agreement claiming that Targa Channelview failed to timely achieve start-up of the Splitter.
Vitol’s lawsuit also alleged Targa Channelview made a series of misrepresentations about the capability of the barge dock that would service crude oil and condensate volumes to be processed by the Splitter and Splitter products.
Vitol sought return of $129.0 million in payments made to Targa Channelview prior to the start-up of the Splitter, as well as additional damages.
On the same date that Vitol filed its lawsuit, Targa Channelview filed a lawsuit against Vitol seeking a judicial determination that Vitol’s sole and exclusive remedy was Vitol’s voluntarily termination of the Splitter Agreement and, as a result, Vitol was not entitled to the return of any prior payments under the Splitter Agreement or other damages as alleged.
Targa also sought recovery of its attorneys’ fees and costs in the lawsuit.
On October 15, 2020, the District Court awarded Vitol $129.0 million (plus interest) following a bench trial.
In addition, the District Court awarded Vitol $10.5 million in damages for losses and demurrage on crude oil that Vitol purchased for start-up efforts.
The Company appealed the award in the Fourteenth Court of Appeals in Houston, Texas.
In October 2020, we sold Targa Channelview, but under the agreements governing the sale, we retained the liabilities associated with the Vitol proceedings.
On September 13, 2022, the Fourteenth Court of Appeals upheld the trial court’s judgment in part with regard to the return of Vitol’s prior payments, but modified the judgment to delete Vitol’s ability to recover any damages related to losses or demurrage on crude oil.
We filed a petition for review with the Supreme Court of Texas which was denied on October 20, 2023.
We then filed a petition for rehearing with the Supreme Court of Texas, which was denied on April 19, 2024.
On April 26, 2024, as a result of the final determination of Targa’s appeal to the Texas Supreme Court related to the Splitter Agreement, we made a cash payment of $184.8 million which included cumulative interest on the award of $55.8 million to Vitol in satisfaction of the Texas state court judgment.
Cover and table of contents
158 rewritten, 73 added, 89 removed, 597 unchanged
For the fiscal year ended December [removed: 31, 2024][added: 31, 2025]
[removed: ][added: ]
The aggregate market value of the common stock held by non-affiliates of the registrant was [removed: $27,824.1] [added: $37,012.7] million on June 30, [removed: 2024,] [added: 2025,] based on [removed: $128.78] [added: $174.08] per share, the closing price of the common stock as reported on the New York Stock Exchange (NYSE) on such date.
As of February [removed: 14, 2025,] [added: 13, 2026,] there were [removed: 218,106,765] [added: 214,951,798] shares of the registrant’s common stock, $0.001 par value, outstanding.
Portions of the registrant’s definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders, to be filed no later than 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates, are incorporated by reference into Part III of this Annual Report on Form 10-K.
Total number of pages (excluding Exhibits): [removed: 137][added: 134]
| [Item 1A. Risk Factors](#item_1a_risk_factors) | [removed: 26] [added: 27] |
| [Item 1B. Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | [removed: 50] [added: 49] |
| [Item 1C. Cybersecurity](#item_1c_cybersecurity) | [removed: 50] [added: 49] |
| [Item 2. Properties](#item_2_properties) | [removed: 51] [added: 50] |
| [Item 3. Legal Proceedings](#item_3_legal_proceedings) | [removed: 51] [added: 50] |
| [Item 4. Mine Safety Disclosures](#item_4_mine_safety_part_1) | [removed: 52] [added: 50] |
| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5_market_for_registrants_common_equ) | [removed: 53] [added: 51] |
| [Item 6. Reserved](#item_6_reserved) | [removed: 54] [added: 52] |
| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | [removed: 55] [added: 53] |
| [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](#item_7a_quantitative_qualitative_disclos) | [removed: 70] [added: 68] |
| [Item 8. Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | [removed: 73] [added: 71] |
| [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | [removed: 73] [added: 71] |
| [Item 9A. Controls and Procedures](#item_9a_controls_procedures) | [removed: 73] [added: 71] |
| [Item 9B. Other Information](#item_9b_or_information) | [removed: 73] [added: 71] |
| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_foreign_jurisdictions) | [removed: 73] [added: 71] |
| [Item 10. Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_ficers_corpo) | [removed: 74] [added: 72] |
| [Item 11. Executive Compensation](#item_11_executive_comp) | [removed: 78] [added: 76] |
| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | [removed: 78] [added: 76] |
| [Item 13. Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_related_tr) | [removed: 78] [added: 76] |
| [Item 14. Principal Accounting Fees and Services](#item_14_principal_accounting_fees_servic) | [removed: 78] [added: 76] |
| [Item 15. Exhibits, Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | [removed: 79] [added: 77] |
| [Item 16. Form 10-K Summary](#item_16_form_10k_summary) | [removed: 87] [added: 85] |
| [Signatures](#signatures) | [removed: 88] [added: 86] |
the level and success of crude oil and natural gas drilling around our [removed: assets, our success in connecting natural gas supplies to our gathering and processing systems, oil supplies to our gathering systems and natural gas liquid supplies to our logistics and transportation facilities and our success in connecting our facilities to transportation services and markets;][added: assets;]
industry changes, including the impact of consolidation, changes in competition and [added: any increase in] the [removed: addition] [added: use] of alternative forms of energy for oil, [added: natural] gas and NGLs;
the potential impact of significant public health crises and their impact on demand for oil, [added: natural] gas and NGLs;
the level of creditworthiness of [removed: counterparties to various transactions with us;][added: our counterparties;]
[removed: the impact of disruptions in the bank and capital markets, and] our ability to [removed: obtain] [added: access the] capital [removed: or financing] [added: markets] on favorable terms, or at [removed: all;][added: all, which depends on general market conditions;]
Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could be inaccurate, and, therefore, we cannot assure you that the forward-looking statements included in this Annual Report will prove to be [added: accurate.]
*The following section of this Form 10-K generally refers to business developments during the year ended December 31, [removed: 2024.][added: 2025.]
Business” of our* [*Annual Report on Form 10-K for the year ended December 31, [removed: 2023*](https://www.sec.gov/ix?doc=/Archives/edgar/data/1389170/000156459022006563/trgp-10k_20211231.htm)*.*][added: 2024*](https://www.sec.gov/ix?doc=/Archives/edgar/data/1389170/000156459022006563/trgp-10k_20211231.htm)*.*]
The Logistics and Transportation segment also includes [removed: the Grand Prix] [added: our] NGL [removed: Pipeline (“Grand Prix”),] [added: pipeline system,] which connects our gathering and processing positions in the Permian Basin, Southern Oklahoma and North Texas with our Downstream facilities in Mont Belvieu, Texas.
The map below highlights our more significant assets as of December 31, [removed: 2024:][added: 2025:]
[removed: ][added: ]
In response to increasing production and to meet the infrastructure needs of our customers, our new 275 MMcf/d cryogenic natural gas processing plant additions include:
Pembrook II plant in Permian Midland (the “Pembrook II plant”), commenced operations in the third quarter of 2025.
Copperhead plant in Permian Delaware (the “Copperhead plant”), expected to begin operations in the first quarter of 2027.
Yeti plant in Permian Delaware (the “Yeti plant”), expected to begin operations in the third quarter of 2027.
In February 2026, we announced we are ordering long-lead items for our next potential natural gas processing plants across the Permian Basin.
Our new 150 MBbl/d fractionation train additions include:
Train 11 in Mont Belvieu, Texas (“Train 11”), expected to begin operations in the second quarter of 2026.
Train 13 in Mont Belvieu, Texas (“Train 13”), expected to begin operations in the first quarter of 2028.
In September 2025, we announced plans to construct the Speedway NGL Pipeline (“Speedway”) which will transport NGLs from our existing assets and future plant additions in the Permian Basin to our fractionation and storage complex in Mont Belvieu, Texas.
The project consists of approximately 500 miles of 30-inch diameter pipeline and associated infrastructure with an initial capacity of approximately 500 MBbl/d, expandable to 1,000 MBbl/d.
*Natural Gas Pipelines*
In August 2025, we announced a 43-mile extension of our Bull Run intrastate natural gas pipeline (the “Bull Run Extension”) to expand and enhance connectivity of our Permian Delaware system to the Waha hub in West Texas.
The Bull Run Extension is expected to begin operations in the first quarter of 2027.
In September 2025, we announced a new 35-mile intrastate natural gas pipeline that will enhance connectivity across several of our plants in the Permian Midland and a 55-mile conversion of an existing Targa pipeline into natural gas service (together, “Buffalo Run”) that will connect our Permian Midland and Permian Delaware intra-basin natural gas systems.
Buffalo Run is expected to be completed in stages and fully complete in early 2028.
In November 2025, we announced the Forza Pipeline (“Forza”), a new 36-mile interstate natural gas pipeline in Permian Delaware that will connect our new and existing gas plants and enhance connectivity to the Waha hub.
Forza filed a certificate application on December 3, 2025, with the FERC and, pending receipt of necessary regulatory approvals, is expected to begin operations in the middle of 2028.
In July 2024, we entered into a joint venture (“Blackcomb Joint Venture”) which will construct the Blackcomb pipeline.
In April 2025, WhiteWater announced the Blackcomb Joint Venture reached a final investment decision to construct the Traverse pipeline.
The bi-directional Traverse pipeline is designed to transport up to 2.5 Bcf/d of natural gas through approximately 160 miles of pipeline between the Agua Dulce area and the Katy area and is expected to be in service in 2027, pending the receipt of customary regulatory and other approvals.
Both the Blackcomb and Traverse pipelines will be operated by an affiliate of WhiteWater.
As a result of the acquisition, we own 100% of the interests in and earnings of Targa Badlands effective January 1, 2025.
On January 6, 2026, we completed the acquisition of Stakeholder Midstream, LLC for $1.25 billion in cash (the “Stakeholder Acquisition”).
We acquired a portfolio of complementary Permian Basin midstream infrastructure assets, including approximately 480 miles of natural gas pipelines, approximately 180 MMcf/d of cryogenic natural gas processing and sour treating capacity, carbon capture activities generating 45Q tax credits, and a small crude oil gathering system.
The acquisition has an effective date of January 1, 2026.
During the first quarter of 2025, we exhausted the 2023 Share Repurchase Program.
In July 2024, our Board of Directors approved a $1.0 billion common share repurchase program (the “2024 Share Repurchase Program”).
The 5.550% Notes due 2035 and 6.125% Notes due 2055 are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by our subsidiaries that guarantee the TRGP Revolver, so long as such subsidiary guarantors satisfy certain conditions.
We used a portion of the net proceeds from the debt issuance to fund the Badlands Transaction and the remaining net proceeds for general corporate purposes, including to repay borrowings under our unsecured commercial paper note program (the “Commercial Paper Program”).
In June 2025, we completed an underwritten public offering of (i) $750.0 million aggregate principal amount of our 4.900% Senior Unsecured Notes due 2030 (the “4.900% Notes due 2030”) and (ii) $750.0 million aggregate principal amount of our 5.650% Senior Unsecured Notes due 2036 (the “5.650% Notes due 2036”), resulting in net proceeds of approximately $1.5 billion.
The 4.900% Notes due 2030 and 5.650% Notes due 2036 are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by our subsidiaries that guarantee the TRGP Revolver, so long as such subsidiary guarantors satisfy certain conditions.
In November 2025, we completed an underwritten public offering of (i) $750.0 million aggregate principal amount of our 4.350% Senior Unsecured Notes due 2029 (the “4.350% Notes due 2029”) and (ii) $1.0 billion aggregate principal amount of our 5.400% Senior Unsecured Notes due 2036 (the “5.400% Notes due 2036”), resulting in net proceeds of approximately $1.7 billion.
The 4.350% Notes due 2029 and 5.400% Notes due 2036 are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by our subsidiaries that guarantee the TRGP Revolver, so long as such subsidiary guarantors satisfy certain conditions.
We used a portion of the net proceeds from the debt issuance to fund the redemption of all of the Partnership’s 6.875% Senior Unsecured Notes due 2029 (the “6.875% Notes due 2029”) on January 15, 2026, and the remaining net proceeds for general corporate purposes, including to repay borrowings under the Commercial Paper Program.
On January 6, 2026, we used $650.0 million in borrowings from the Commercial Paper Program and $600.0 million from the Securitization Facility to fund the Stakeholder Acquisition.
*Central*
The Central system consists of approximately 14,800 miles of pipelines and 11 processing plants with an aggregate capacity of 1,955 MMcf/d, all located within the Eagle Ford Shale region, Fort Worth Basin, southern Oklahoma, north central Oklahoma and southern Kansas.
| Pembrook II (7) (8) | | Cryo | | Operated | | | 100.0 | | | Upton County, TX | | | 275.0 | | | | | | | | | |
| | | | | | | | | | | Area Total | | | 4,119.0 | | | | 3,146.0 | | | | 461.2 | |
| Bull Moose (8) | | Cryo | | Operated | | | 100.0 | | | Winkler County, TX | | | 275.0 | | | | | | | | | |
our ability to access the capital markets, which will depend on general market conditions, including the impact of interest rates, associated Federal Reserve policies, the economy, our credit ratings and leverage levels, and demand for our common equity, senior notes and commercial paper;
the amount of collateral required to be posted from time to time in our transactions;
accurate.
In August 2023, we announced the construction of a new 275 MMcf/d cryogenic natural gas processing plant in Permian Midland (the “Greenwood II plant”).
In May 2024, we announced the construction of a new 275 MMcf/d cryogenic natural gas processing plant in Permian Midland (the “Pembrook II plant”).
In August 2024, we announced the construction of a new 275 MMcf/d cryogenic natural gas processing plant in Permian Midland (the “East Pembrook plant”).
In November 2024, we announced the construction of a new 275 MMcf/d cryogenic natural gas processing plant in Permian Midland (the “East Driver plant”).
*Permian Delaware Processing Expansions*
In February 2023, we announced the transfer of an existing cryogenic natural gas processing plant acquired in the purchase of Southcross Energy Operating LLC and its subsidiaries to the Permian Delaware.
The plant was installed as a new 230 MMcf/d cryogenic natural gas processing plant (the “Roadrunner II plant”).
The Roadrunner II plant commenced operations in the second quarter of 2024.
In August 2023, we announced the construction of a new 275 MMcf/d cryogenic natural gas processing plant in Permian Delaware (the “Bull Moose plant”).
In August 2024, we announced the construction of a new 275 MMcf/d cryogenic natural gas processing plant in Permian Delaware (the “Bull Moose II plant”).
In November 2024, we announced the construction of a new 275 MMcf/d cryogenic natural gas processing plant in Permian Delaware (the “Falcon II plant”).
In August 2022, we announced plans to construct a new 120 MBbl/d fractionation train in Mont Belvieu, Texas (“Train 9”).
In May 2023, we announced plans to construct a new 120 MBbl/d fractionation train in Mont Belvieu, Texas (“Train 10”).
In May 2024, we announced plans to construct a new 150 MBbl/d fractionation train in Mont Belvieu, Texas (“Train 11”).
In February 2025, we announced plans to construct a new 150 MBbl/d fractionation train in Mont Belvieu, Texas (“Train 12”).
In November 2022, we announced plans to construct a new NGL pipeline (the “Daytona NGL Pipeline”) as an addition to our common carrier Grand Prix system.
The Daytona NGL Pipeline commenced operations in the third quarter of 2024 and is operating in conjunction with Grand Prix.
On July 31, 2024, we entered into an agreement with WPC Parent, LLC (“WPC”) to move forward with the construction of the Blackcomb pipeline.
WPC is a joint venture owned 50.6% by WhiteWater Midstream, LLC, 30.4% by MPLX LP, and 19.0% by Enbridge Inc. During 2024, we made capital contributions of $28.7 million to Blackcomb.
On December 16, 2024, we completed the acquisition of the remaining 12% membership interest in Cedar Bayou Fractionators, L.P. (“CBF”) from our joint venture partner for cash consideration of $111.6 million (the “CBF Acquisition”).
Following the closing of the Badlands Transaction, we will own 100% of the interest in Targa Badlands.
The amount authorized under the 2024 Share Repurchase Program was in addition to the amount remaining under the 2023 Share Repurchase Program.
In February 2024, Standard & Poor’s Financial Services LLC (“S&P”) upgraded our corporate investment grade credit rating to ‘BBB’ from ‘BBB-’.
In August 2024, Fitch Ratings Inc. (“Fitch”) upgraded our corporate investment grade credit rating to ‘BBB’ from ‘BBB-’.
In October 2024, Moody’s Ratings (“Moody’s”) upgraded our corporate investment grade credit rating to ‘Baa2’ from ‘Baa3’.
In February 2025, we entered into a Credit Agreement with Bank of America, N.A., as the Administrative Agent and Swing Line Lender, the letter of credit issuers party thereto and the other lenders party thereto (the “New TRGP Revolver”).
*SouthTX*
The South Texas system contains approximately 2,100 miles of high-pressure and low-pressure gathering and transmission pipelines and three natural gas processing plants in the Eagle Ford Shale with an aggregate processing capacity of 660 MMcf/d.
The South Texas system processes natural gas through the Silver Oak I, Silver Oak II and Raptor gas processing plants.
*North Texas*
North Texas includes the Chico gathering system in the Fort Worth Basin, which consists of approximately 4,700 miles of pipelines gathering wellhead natural gas from the Barnett Shale and Marble Falls plays for processing at the Chico plant with a processing capacity of 265 MMcf/d.
*SouthOK*
The SouthOK gathering system consists of approximately 1,600 miles of pipelines in 12 counties in the Ardmore and Anadarko Basins and includes the Golden Trend, SCOOP, and Woodford Shale areas of southern Oklahoma.
our wholly-owned Velma and Velma V-60 plants.
We have a 60% ownership interest in Centrahoma.
*WestOK*
The WestOK gathering system consists of approximately 6,500 miles of pipelines in 14 counties in north central Oklahoma and southern Kansas’ Anadarko Basin and includes the Woodford shale and STACK.
An excerpt. Shown here: 40 of 158 rewritten, 40 of 73 added and 40 of 89 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2025 filing and the FY2024 filing.
Item 1C. Cybersecurity
0 rewritten, 0 added, 2 removed, 41 unchanged
The program also focuses on security awareness and training for employees and contractors with access to Company facilities or systems.
As a result, security awareness and training are provided to employees and contractors with access to our facilities or systems.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
10 rewritten, 6 added, 6 removed, 23 unchanged
Our common stock is listed on the NYSE under the symbol “TRGP.” As of December 31, [removed: 2024,] [added: 2025,] there were [removed: 154] [added: 136] stockholders of record of our common stock.
As of February [removed: 14, 2025,] [added: 13, 2026,] there were [removed: 218,106,765] [added: 214,951,798] shares of common stock outstanding.
The graph below compares the cumulative total return to holders of Targa Resources Corp.’s common stock, the Standard & Poor's 500 Stock Index (“S&P 500”) and the Alerian US Midstream Energy Index (“AMUS”) during the period beginning on December 31, [removed: 2019] [added: 2020] and ending on December 31, [removed: 2024.][added: 2025.]
[removed: ][added: ]
| | | [removed: 2019 | | | |] 2020 | | | | 2021 | | | | 2022 | | | | 2023 | | | | 2024 | | | [added: | 2025 | | |]
For a discussion of restrictions on our and our subsidiaries’ ability to pay dividends or make distributions, please see [removed: Note] [added: “Note] 8 – Debt [removed: Obligations in] [added: Obligations” to] our Consolidated Financial Statements.
There were no sales of unregistered equity securities for the year ended December 31, [removed: 2024.][added: 2025.]
Includes [removed: 610,683] [added: 226,987] shares purchased under our [removed: 2023] [added: 2024] Share Repurchase Program, as well as [removed: 20,248] [added: 21,288] shares that were withheld by us to satisfy tax withholding obligations of certain of our officers, directors and key employees that arose upon the lapse of restrictions on restricted stock.
See [removed: Note] [added: “Note] 21 – Compensation [removed: Plans] [added: Plans” to our Consolidated Financial Statements] for a discussion of our compensation plans.
In [removed: May 2023,] [added: addition, in August 2025,] our Board of Directors approved the [removed: 2023] [added: 2025] Share Repurchase Program for the repurchase of up to $1.0 billion of our outstanding common stock.
| Targa Resources Corp. | | $ | 100.00 | | | $ | 200.01 | | | $ | 287.16 | | | $ | 347.40 | | | $ | 728.89 | | | $ | 769.90 | |
| S&P 500 Index | | $ | 100.00 | | | $ | 128.71 | | | $ | 105.40 | | | $ | 133.10 | | | $ | 166.40 | | | $ | 196.16 | |
| AMUS Index | | $ | 100.00 | | | $ | 145.02 | | | $ | 187.88 | | | $ | 223.87 | | | $ | 337.47 | | | $ | 346.67 | |
| October 1, 2025 - October 31, 2025 | | | 246,867 | | | $ | 163.41 | | | | 226,987 | | | $ | 1,373,581 | |
| November 1, 2025 - November 30, 2025 | | | 1,408 | | | $ | 154.04 | | | | — | | | $ | 1,373,581 | |
| December 1, 2025 - December 31, 2025 | | | — | | | $ | — | | | | — | | | $ | 1,373,581 | |
| Targa Resources Corp. | | $ | 100.00 | | | $ | 67.30 | | | $ | 134.60 | | | $ | 193.25 | | | $ | 233.78 | | | $ | 490.51 | |
| S&P 500 Index | | $ | 100.00 | | | $ | 118.40 | | | $ | 152.39 | | | $ | 124.79 | | | $ | 157.59 | | | $ | 197.02 | |
| AMUS Index | | $ | 100.00 | | | $ | 75.04 | | | $ | 108.82 | | | $ | 140.99 | | | $ | 168.00 | | | $ | 253.25 | |
| October 1, 2024 - October 31, 2024 | | | 325,129 | | | $ | 156.30 | | | | 306,520 | | | $ | 1,075,390 | |
| November 1, 2024 - November 30, 2024 | | | 181,192 | | | $ | 200.06 | | | | 179,702 | | | $ | 1,039,389 | |
| December 1, 2024 - December 31, 2024 | | | 124,610 | | | $ | 192.82 | | | | 124,461 | | | $ | 1,015,387 | |
Item 9A. Controls and Procedures
4 rewritten, 0 added, 0 removed, 7 unchanged
Management, with the participation of our Chief Executive Officer and [removed: President – Finance and Administration (Principal] [added: Chief] Financial [removed: Officer),] [added: Officer,] has evaluated the design and effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered in this Annual Report.
Based on such evaluation, our Chief Executive Officer and [removed: President – Finance and Administration (Principal] [added: Chief] Financial [removed: Officer)] [added: Officer] have concluded that, as of December 31, [removed: 2024,] [added: 2025,] our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) accumulated and communicated to management, including our Chief Executive Officer and [removed: President – Finance and Administration (Principal] [added: Chief] Financial [removed: Officer),] [added: Officer,] as appropriate, to allow for timely decisions regarding required disclosure.
Management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]
There have been no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
1 rewritten, 6 added, 5 removed, 0 unchanged
*Rule [removed: 10b-5] [added: 10b5-1] Trading Plans*
During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
*Departure of Director*
On February 16, 2026, Rene R.
Joyce notified us of his resignation as a director of the Company and from the Risk Management and Sustainability Committees of the Company, effective as of the date of the 2026 Annual Meeting of Stockholders.
Mr. Joyce’s decision to resign is not the result of any disagreement with us.
We expect that our Board of Directors will reduce the size of the Board of Directors from 11 to 10, effective upon Mr. Joyce’s retirement.
As discussed elsewhere in this Annual Report, on February 18, 2025, we entered into the New TRGP Facility, the obligations under which are guaranteed by each of Targa Resources GP LLC, Targa Energy GP LLC, Targa Resources LLC, Targa Resources Partners LP, Targa Energy LP, Targa GP Inc., Targa LP Inc., and Targa Resources Finance Corporation.
In connection with the concurrent termination of the Existing TRGP Facility, the guarantees of our subsidiary guarantors, other than those of the aforementioned guarantors of the New TRGP Facility, were each released with respect to TRGP’s senior unsecured notes, the Partnership’s unsecured notes and the Commercial Paper Program.
Certain of the lenders under the New TRGP Facility, or their respective affiliates, have performed investment banking, financial advisory and commercial banking services for us and certain of our affiliates, for which they have received customary compensation, and they may continue to do so in the future.
Our affiliates have entered into derivative financial transactions with affiliates of Bank of America, N.A., and certain of the other lenders on terms it believes to be customary in connection with these transactions.
None.
Item 10. Directors, Executive Officers and Corporate Governance
27 rewritten, 14 added, 10 removed, 146 unchanged
| Matthew J. Meloy | [removed: 46] [added: 47] | Chief Executive Officer and Director |
| Patrick J. McDonie | [removed: 64] [added: 65] | President – Gathering and Processing |
| D. Scott Pryor [added: (2)] | [removed: 61] [added: 62] | President – Logistics and Transportation |
| Jennifer R. Kneale | [removed: 46] [added: 47] | President [removed: – Finance and Administration] |
| Robert M. Muraro | [removed: 48] [added: 49] | Chief Commercial Officer |
| William A. Byers | [removed: 48] [added: 49] | Chief Financial Officer |
| Gerald R. Shrader | [removed: 65] [added: 66] | Executive Vice President, General Counsel and Secretary |
| [removed: Julie H. Boushka] [added: J. Christopher Eklof] | [removed: 61] [added: 56] | Senior Vice President [removed: and] [added: –] Chief Accounting Officer |
| Paul W. Chung | [removed: 64] [added: 65] | Chairman of the Board of Directors |
| Joe Bob Perkins | [removed: 64] [added: 65] | Director |
| Rene R. Joyce [added: (4)] | [removed: 77] [added: 78] | Director |
| Charles R. Crisp | [removed: 77] [added: 78] | Director |
| Laura C. Fulton | [removed: 61] [added: 62] | Director |
| Waters S. Davis, IV | [removed: 71] [added: 72] | Director |
| Beth A. Bowman | [removed: 68] [added: 69] | Director |
| Lindsey M. Cooksen | [removed: 42] [added: 43] | Director |
| R. Keith Teague | [removed: 60] [added: 61] | Director |
| Caron A. Lawhorn | [removed: 63] [added: 64] | Director |
Ages as of December 31, [removed: 2024.][added: 2025.]
Mr. [removed: Eklof] [added: Branstetter] was not an executive officer of the Company as of December 31, [removed: 2024.][added: 2025.]
[removed: Mr. Eklof is designated] [added: Christopher Eklof has served] as Senior Vice President and Chief Accounting Officer of the Company [removed: effective] [added: and the General Partner since] March [removed: 1,] 2025.
Kneale has served as [removed: President—Finance and Administration] [added: President] of the Company and the General Partner since [removed: July 2024.][added: March 2025.]
[removed: Ms. Boushka] [added: Mr. Eklof] previously served as Vice [removed: President—Controller] [added: President – Financial Controller] of the [removed: Company,] [added: Company and] the General Partner [added: between May 2022] and [added: February 2025 and for] various subsidiaries of the Company between [removed: February 2017] [added: December 2021] and February [removed: 2019.][added: 2025.]
[removed: Christopher Eklof] [added: Branstetter] will serve as [removed: Senior Vice President] [added: President—Logistics] and [removed: Chief Accounting Officer] [added: Transportation] of the Company and the General Partner effective March 1, [removed: 2025.][added: 2026.]
[removed: Mr. Eklof has] [added: He also] served as Vice President – [removed: Financial] [added: Operational] Controller of the Company [added: between May 2019] and [removed: the General Partner since] May 2022 and for various subsidiaries of the Company [removed: since] [added: between April 2019 and] December 2021.
Prior to 1996, Mr. Chung held a number of legal positions with different companies, including the law firm of Vinson & Elkins L.L.P. Mr. Chung’s knowledge of the Company, together with his background in the energy industry and his legal and [added: regulatory experience, enable Mr. Chung to provide a valuable and distinct perspective to the Board on a range of business and management matters.]
The information required in response to this item not otherwise provided herein will be set forth in our definitive proxy statement for the [removed: 2025] [added: 2026] annual meeting of stockholders and is incorporated herein by reference.
| Benjamin J. Branstetter (3) | 40 | Senior Vice President – Downstream Commercial |
Mr. Pryor informed the Company of his intent to retire from his position as President – Logistics and Transportation of the Company, effective March 1, 2026.
(3)
Mr. Branstetter will serve as President – Logistics and Transportation of the Company effective March 1, 2026.
(4)
Mr. Rene R.
Joyce informed the Company of his intent to retire from the Board of Directors, effective as of the date of the 2026 Annual Meeting of Stockholders.
Ms. Kneale previously served as President—Finance and Administration of the Company and the General Partner between July 2024 and February 2025.
Ms. Kneale has also served on the Board of Directors of Suncor Energy Inc. (NYSE: SU) since February 2026.
Benjamin J.
Mr. Branstetter has served as Senior Vice President—Downstream Commercial of various subsidiaries of the Company since March 2024.
He has also served as Vice President—NGL Supply & Business Development between July 2022 and March 2024, and Vice President—Optimization between September 2020 and July 2022 for various subsidiaries of the Company.
He also served in various roles with the Company’s subsidiaries between April 2017 and September 2020, including as Director, Corporate Development.
Prior to joining the Company, Mr. Branstetter served in the investment banking group at Lazard, Inc.
| J. Christopher Eklof (2) | 55 | Vice President – Financial Controller |
Julie H.
Boushka has served as Senior Vice President and Chief Accounting Officer of the Company and the General Partner since March 2019.
She also served as Assistant Controller—Financial Accounting of the Company and the General Partner between November 2016 and February 2017.
Ms. Boushka served as a Senior Vice President for Financial Planning and the Chief Risk Officer for Columbia Pipeline Group (“CPG”) between June 2015 and August 2016, where she was responsible for the financial planning function and managing enterprise risk.
She also served as the Business Unit Chief Financial Officer of CPG between May 2013 and June 2015, where she was responsible for the accounting and financial planning functions.
Prior to that, Ms. Boushka spent approximately 18 years in various roles at El Paso Corporation (and its predecessor, Tenneco, Inc.), including accounting, financial reporting and business development.
Mr. Eklof previously served as Vice President - Operational Controller of the Company between May 2019 and May 2022 and for various subsidiaries of the Company between April 2019 and December 2021.
Mr. Eklof will replace Ms. Boushka as Senior Vice President and Chief Accounting Officer of the Company on the effective date of his appointment.
regulatory experience, enable Mr. Chung to provide a valuable and distinct perspective to the Board on a range of business and management matters.
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required in response to this item will be set forth in our definitive proxy statement for the [removed: 2025] [added: 2026] annual meeting of stockholders and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required in response to this item will be set forth in our definitive proxy statement for the [removed: 2025] [added: 2026] annual meeting of stockholders and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required in response to this item will be set forth in our definitive proxy statement for the [removed: 2025] [added: 2026] annual meeting of stockholders and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 0 removed, 1 unchanged
The information required in response to this item will be set forth in our definitive proxy statement for the [removed: 2025] [added: 2026] annual meeting of stockholders and is incorporated herein by reference.
Item 15. Exhibits, Financial Statement Schedules
83 rewritten, 0 added, 9 removed, 169 unchanged
| [removed: 4.4*] [added: 4.4] | | [Description of Securities Registered Under Section 12 of the Exchange [removed: Act.](https://www.sec.gov/Archives/edgar/data/1389170/000095017025023983/trgp-ex4_4.htm)] [added: Act (incorporated by reference to Exhibit 4.4 to Targa Resources Corp.’s Annual Report on Form 10-K filed February 20, 2025 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017025023983/trgp-ex4_4.htm)] |
| 4.20 | | [Indenture dated as of [removed: January 17,] [added: November 27,] 2019 among the Issuers, the Guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Targa Resources Partners LP’s Current Report on Form 8-K filed [removed: January 23,] [added: December 3,] 2019 (File No. [removed: 001-33303)).](https://www.sec.gov/Archives/edgar/data/1379661/000119312519014870/d689562dex41.htm)] [added: 001-33303)).](https://www.sec.gov/Archives/edgar/data/1379661/000119312519305360/d842878dex41.htm)] |
| 4.21 | | [Supplemental Indenture dated [removed: July 19, 2019] [added: February 20, 2020] to Indenture dated [removed: January 17,] [added: November 27,] 2019, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 10.8 to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed [removed: August 9, 2019] [added: May 7, 2020] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459019030955/trgp-ex108_434.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459020022780/trgp-ex108_259.htm)] |
| 4.22 | | [Supplemental Indenture dated [removed: February 20,] [added: September 17,] 2020 to Indenture dated [removed: January 17,] [added: November 27,] 2019, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.7] [added: 10.9] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed [removed: May 7,] [added: November 5,] 2020 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459020022780/trgp-ex107_260.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459020051164/trgp-ex109_90.htm)] |
| 4.23 | | [Supplemental Indenture dated September 17, [removed: 2020] [added: 2021] to Indenture dated [removed: January 17,] [added: November 27,] 2019, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.8] [added: 10.5] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed November [removed: 5, 2020] [added: 4, 2021] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459020051164/trgp-ex108_92.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459021054348/trgp-ex105_67.htm)] |
| [removed: 4.24] [added: 4.40] | | [Supplemental Indenture dated September 17, 2021 to Indenture dated [removed: January 17, 2019,] [added: February 2, 2021] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.4] [added: 10.7] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed November 4, 2021 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459021054348/trgp-ex104_68.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459021054348/trgp-ex107_65.htm)] |
| 4.25 | | [Supplemental Indenture dated [removed: November 30, 2021] [added: January 28, 2022] to Indenture dated [removed: January 17,] [added: November 27,] 2019, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.60] [added: 10.68] to Targa Resources Corp.’s Annual Report on Form 10-K filed February 24, 2022 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1060_75.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1068_128.htm)] |
| [removed: 4.26] [added: 4.42] | | [Supplemental Indenture dated January 28, 2022 to Indenture dated [removed: January 17, 2019,] [added: February 2, 2021,] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.61] [added: 10.80] to Targa Resources Corp.’s Annual Report on Form 10-K filed February 24, 2022 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1061_129.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1080_126.htm)] |
| [removed: 4.27] [added: 4.26] | | [Supplemental Indenture dated June 17, 2022 to Indenture dated [removed: January 17,] [added: November 27,] 2019 among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed August 4, 2022 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022027962/trgp-ex102_389.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022027962/trgp-ex103_388.htm)] |
| [removed: 4.28] [added: 4.27] | | [Supplemental Indenture dated August 2, 2022 to Indenture dated [removed: January 17,] [added: November 27,] 2019 among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed November 3, 2022 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017022021813/trgp-ex10_2.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017022021813/trgp-ex10_3.htm)] |
| [removed: 4.29] [added: 4.28] | | [Supplemental Indenture dated April 12, 2023 to Indenture dated [removed: January 17,] [added: November 27,] 2019 among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 4.6] [added: 4.7] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed May 4, 2023 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017023017657/trgp-ex4_6.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017023017657/trgp-ex4_7.htm)] |
| [removed: 4.30] [added: 4.29] | | [Supplemental Indenture dated June 27, 2024 to Indenture dated [removed: January 17,] [added: November 27,] 2019 among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 4.4] [added: 4.5] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed August 1, 2024 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017024089135/trgp-ex4_4.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017024089135/trgp-ex4_5.htm)] |
| [removed: 4.31] [added: 4.30] | | [Indenture dated as of [removed: November 27, 2019] [added: August 18, 2020] among the Issuers, the Guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Targa Resources Partners LP’s Current Report on Form 8-K filed [removed: December 3, 2019] [added: August 21, 2020] (File No. [removed: 001-33303)).](https://www.sec.gov/Archives/edgar/data/1379661/000119312519305360/d842878dex41.htm)] [added: 001-33303)).](https://www.sec.gov/Archives/edgar/data/1379661/000119312520227030/d58008dex41.htm)] |
| 4.32 | | [Supplemental Indenture dated [removed: February 20, 2020] [added: September 17, 2021] to Indenture dated [removed: November 27, 2019,] [added: August 18, 2020,] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.8] [added: 10.6] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed [removed: May 7, 2020] [added: November 4, 2021] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459020022780/trgp-ex108_259.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459021054348/trgp-ex106_66.htm)] |
| [removed: 4.33] [added: 4.31] | | [Supplemental Indenture dated September 17, 2020 to Indenture dated [removed: November 27, 2019,] [added: August 18, 2020,] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.9] [added: 10.10] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed November 5, 2020 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459020051164/trgp-ex109_90.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459020051164/trgp-ex1010_89.htm)] |
| [removed: 4.34] [added: 4.43] | | [Supplemental Indenture dated [removed: September] [added: June] 17, [removed: 2021] [added: 2022] to Indenture dated [removed: November 27, 2019,] [added: February 2, 2021] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 10.5 to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed [removed: November] [added: August] 4, [removed: 2021] [added: 2022] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459021054348/trgp-ex105_67.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022027962/trgp-ex105_387.htm)] |
| [removed: 4.35] [added: 4.24] | | [Supplemental Indenture dated November 30, 2021 to Indenture dated November 27, 2019, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit 10.67 to Targa Resources Corp.’s Annual Report on Form 10-K filed February 24, 2022 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1067_72.htm) |
| [removed: 4.36] [added: 4.41] | | [Supplemental Indenture dated [removed: January 28, 2022] [added: November 30, 2021] to Indenture dated [removed: November 27, 2019,] [added: February 2, 2021,] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.68] [added: 10.79] to Targa Resources Corp.’s Annual Report on Form 10-K filed February 24, 2022 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1068_128.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1079_71.htm)] |
| [removed: 4.37] [added: 4.35] | | [Supplemental Indenture dated June 17, 2022 to Indenture dated [removed: November 27, 2019] [added: August 18, 2020] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed August 4, 2022 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022027962/trgp-ex103_388.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022027962/trgp-ex104_386.htm)] |
| [removed: 4.38] [added: 4.36] | | [Supplemental Indenture dated August 2, 2022 to Indenture dated [removed: November 27, 2019] [added: August 18, 2020] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed November 3, 2022 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017022021813/trgp-ex10_3.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017022021813/trgp-ex10_4.htm)] |
| [removed: 4.39] [added: 4.37] | | [Supplemental Indenture dated April 12, 2023 to Indenture dated [removed: November 27, 2019] [added: August 18, 2020] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 4.7] [added: 4.8] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed May 4, 2023 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017023017657/trgp-ex4_7.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017023017657/trgp-ex4_8.htm)] |
| [removed: 4.40] [added: 4.38] | | [Supplemental Indenture dated June 27, 2024 to Indenture dated [removed: November 27, 2019] [added: August 18, 2020] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 4.5] [added: 4.6] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed August 1, 2024 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017024089135/trgp-ex4_5.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017024089135/trgp-ex4_6.htm)] |
| [removed: 4.41] [added: 4.39] | | [Indenture dated as of [removed: August 18, 2020] [added: February 2, 2021] among the Issuers, the Guarantors and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Targa Resources Partners LP’s Current Report on Form 8-K filed [removed: August 21, 2020] [added: February 5, 2021] (File No. [removed: 001-33303)).](https://www.sec.gov/Archives/edgar/data/1379661/000119312520227030/d58008dex41.htm)] [added: 001-33303)).](https://www.sec.gov/Archives/edgar/data/1379661/000119312521030653/d112943dex41.htm)] |
| [removed: 4.42] [added: 4.44] | | [Supplemental Indenture dated [removed: September 17, 2020] [added: August 2, 2022] to Indenture dated [removed: August 18, 2020,] [added: February 2, 2021] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.10] [added: 10.5] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed November [removed: 5, 2020] [added: 3, 2022] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459020051164/trgp-ex1010_89.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017022021813/trgp-ex10_5.htm)] |
| [removed: 4.43] [added: 4.33] | | [Supplemental Indenture dated [removed: September 17,] [added: November 30,] 2021 to Indenture dated August 18, 2020, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.6] [added: 10.73] to Targa Resources Corp.’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] filed [removed: November 4, 2021] [added: February 24, 2022] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459021054348/trgp-ex106_66.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1073_73.htm)] |
| [removed: 4.44] [added: 4.34] | | [Supplemental Indenture dated [removed: November 30, 2021] [added: January 28, 2022] to Indenture dated August 18, 2020, among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.73] [added: 10.74] to Targa Resources Corp.’s Annual Report on Form 10-K filed February 24, 2022 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1073_73.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1074_127.htm)] |
| 4.45 | | [Supplemental Indenture dated [removed: January 28, 2022] [added: April 12, 2023] to Indenture dated [removed: August 18, 2020,] [added: February 2, 2021] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.74] [added: 4.9] to Targa Resources Corp.’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] filed [removed: February 24, 2022] [added: May 4, 2023] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1074_127.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017023017657/trgp-ex4_9.htm)] |
| 4.46 | | [Supplemental Indenture dated June [removed: 17, 2022] [added: 27, 2024] to Indenture dated [removed: August 18, 2020] [added: February 2, 2021] among the Guaranteeing Subsidiary, Targa Resources Partners LP, Targa Resources Partners Finance Corporation, the other Subsidiary Guarantors and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 10.4] [added: 4.7] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed August [removed: 4, 2022] [added: 1, 2024] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022027962/trgp-ex104_386.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017024089135/trgp-ex4_7.htm)] |
| [removed: 4.47] [added: 4.53] | | [removed: [Supplemental] [added: [Fourth Supplemental] Indenture dated [added: as of] August 2, [removed: 2022 to Indenture dated August 18, 2020] [added: 2022,] among [removed: the Guaranteeing Subsidiary,] Targa Resources [removed: Partners LP, Targa Resources Partners Finance Corporation,] [added: Corp., as issuer,] the [removed: other Subsidiary Guarantors] [added: guarantors named therein] and U.S. Bank [added: Trust Company,] National [removed: Association] [added: Association, as trustee] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.6] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed November 3, 2022 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017022021813/trgp-ex10_4.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017022021813/trgp-ex10_6.htm)] |
| [removed: 4.48] [added: 4.56] | | [removed: [Supplemental Indenture] [added: [Sixth Supplemental Indenture,] dated [added: as of] April 12, [removed: 2023 to Indenture dated August 18, 2020] [added: 2023,] among [removed: the Guaranteeing Subsidiary,] Targa Resources [removed: Partners LP, Targa Resources Partners Finance Corporation,] [added: Corp., as issuer,] the [removed: other Subsidiary Guarantors] [added: guarantors named therein] and U.S. Bank [added: Trust Company,] National [removed: Association] [added: Association, as trustee] (incorporated by reference to Exhibit [removed: 4.8] [added: 4.4] to Targa Resources Corp.’s Quarterly Report on Form 10-Q filed May 4, 2023 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017023017657/trgp-ex4_8.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017023017657/trgp-ex4_4.htm)] |
| [removed: 4.49] [added: 4.60] | | [removed: [Supplemental Indenture dated June 27, 2024 to Indenture] [added: [Ninth Supplemental Indenture,] dated [added: as of] August [removed: 18, 2020] [added: 9, 2024,] among [removed: the Guaranteeing Subsidiary,] Targa Resources [removed: Partners LP, Targa Resources Partners Finance Corporation,] [added: Corp., as issuer,] the [removed: other Subsidiary Guarantors] [added: guarantors named therein] and U.S. Bank [added: Trust Company,] National [removed: Association] [added: Association, as trustee] (incorporated by reference to Exhibit [removed: 4.6] [added: 4.2] to Targa [removed: Resources] [added: Resource] Corp.’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed August [removed: 1,] [added: 9,] 2024 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017024089135/trgp-ex4_6.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000119312524197876/d819820dex42.htm)] |
| [removed: 4.50] [added: 4.47] | | [removed: [Indenture] [added: [Indenture,] dated as of [removed: February 2, 2021] [added: April 6, 2022,] among [removed: the Issuers,] [added: Targa Resources Corp., as issuer,] the [removed: Guarantors] [added: guarantors named therein] and U.S. Bank [added: Trust Company,] National Association, as trustee (incorporated by reference to Exhibit 4.1 to Targa Resources [removed: Partners LP’s] [added: Corp.’s] Current Report on Form 8-K filed [removed: February 5, 2021] [added: April 6, 2022] (File No. [removed: 001-33303)).](https://www.sec.gov/Archives/edgar/data/1379661/000119312521030653/d112943dex41.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000119312522097513/d343533dex41.htm)] |
| 4.51 | | [removed: [Supplemental Indenture dated September 17, 2021 to Indenture] [added: [Third Supplemental Indenture,] dated [removed: February 2, 2021] [added: as of July 7, 2022,] among [removed: the Guaranteeing Subsidiary,] Targa Resources [removed: Partners LP, Targa Resources Partners Finance Corporation,] [added: Corp., as issuer,] the [removed: other Subsidiary Guarantors] [added: guarantors named therein] and U.S. Bank [added: Trust Company,] National [removed: Association] [added: Association, as trustee] (incorporated by reference to Exhibit [removed: 10.7] [added: 4.2] to Targa Resources Corp.’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed [removed: November 4, 2021] [added: July 7, 2022] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459021054348/trgp-ex107_65.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000119312522189454/d358708dex42.htm)] |
| [removed: 4.52] [added: 4.48] | | [removed: [Supplemental Indenture dated November 30, 2021 to Indenture] [added: [First Supplemental Indenture,] dated [removed: February 2, 2021,] [added: as of April 6, 2022,] among [removed: the Guaranteeing Subsidiary,] Targa Resources [removed: Partners LP, Targa Resources Partners Finance Corporation,] [added: Corp., as issuer,] the [removed: other Subsidiary Guarantors] [added: guarantors named therein] and U.S. Bank [added: Trust Company,] National [removed: Association] [added: Association, as trustee] (incorporated by reference to Exhibit [removed: 10.79] [added: 4.2] to Targa Resources Corp.’s [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] filed [removed: February 24,] [added: April 6,] 2022 (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1079_71.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000119312522097513/d343533dex42.htm)] |
| [removed: 4.53] [added: 4.54] | | [removed: [Supplemental Indenture] [added: [Fifth Supplemental Indenture,] dated [added: as of] January [removed: 28, 2022 to Indenture dated February 2, 2021,] [added: 9, 2023,] among [removed: the Guaranteeing Subsidiary,] Targa Resources [removed: Partners LP, Targa Resources Partners Finance Corporation,] [added: Corp., as issuer,] the [removed: other Subsidiary Guarantors] [added: guarantors named therein] and U.S. Bank [added: Trust Company,] National [removed: Association] [added: Association, as trustee] (incorporated by reference to Exhibit [removed: 10.80] [added: 4.2] to Targa Resources Corp.’s [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] filed [removed: February 24, 2022] [added: January 9, 2023] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022006563/trgp-ex1080_126.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000119312523004859/d425918dex42.htm)] |
| [removed: 4.54] [added: 4.62] | | [removed: [Supplemental Indenture dated June 17, 2022 to Indenture] [added: [Tenth Supplemental Indenture,] dated [added: as of] February [removed: 2, 2021] [added: 27, 2025,] among [removed: the Guaranteeing Subsidiary,] Targa Resources [removed: Partners LP, Targa Resources Partners Finance Corporation,] [added: Corp., as issuer,] the [removed: other Subsidiary Guarantors] [added: guarantors named therein] and U.S. Bank [added: Trust Company,] National [removed: Association] [added: Association, as trustee] (incorporated by reference to Exhibit [removed: 10.5] [added: 4.2] to Targa [removed: Resources] [added: Resource] Corp.’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed [removed: August 4, 2022] [added: February 27, 2025] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000156459022027962/trgp-ex105_387.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000119312525039300/d154736dex42.htm)] |
| [removed: 4.55] [added: 4.57] | | [removed: [Supplemental Indenture dated August 2, 2022 to Indenture] [added: [Seventh Supplemental Indenture,] dated [removed: February 2, 2021] [added: as of November 9, 2023,] among [removed: the Guaranteeing Subsidiary,] Targa Resources [removed: Partners LP, Targa Resources Partners Finance Corporation,] [added: Corp., as issuer,] the [removed: other Subsidiary Guarantors] [added: guarantors named therein] and U.S. Bank [added: Trust Company,] National [removed: Association] [added: Association, as trustee] (incorporated by reference to Exhibit [removed: 10.5] [added: 4.2] to Targa Resources Corp.’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed November [removed: 3, 2022] [added: 9, 2023] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017022021813/trgp-ex10_5.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000119312523274546/d442813dex42.htm)] |
| [removed: 4.56] [added: 4.64] | | [removed: [Supplemental Indenture dated April 12, 2023 to Indenture] [added: [Eleventh Supplemental Indenture,] dated [removed: February 2, 2021] [added: as of June 18, 2025,] among [removed: the Guaranteeing Subsidiary,] Targa Resources [removed: Partners LP, Targa Resources Partners Finance Corporation,] [added: Corp., as issuer,] the [removed: other Subsidiary Guarantors] [added: guarantors named therein] and U.S. Bank [added: Trust Company,] National [removed: Association] [added: Association, as trustee] (incorporated by reference to Exhibit [removed: 4.9] [added: 4.2] to Targa [removed: Resources] [added: Resource] Corp.’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed [removed: May 4, 2023] [added: June 18, 2025] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017023017657/trgp-ex4_9.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000119312525142743/d934630dex42.htm)] |
| [removed: 4.57] [added: 4.66] | | [removed: [Supplemental Indenture dated June 27, 2024 to Indenture] [added: [Twelfth Supplemental Indenture,] dated [removed: February 2, 2021] [added: as of November 12, 2025,] among [removed: the Guaranteeing Subsidiary,] Targa Resources [removed: Partners LP, Targa Resources Partners Finance Corporation,] [added: Corp., as issuer,] the [removed: other Subsidiary Guarantors] [added: guarantors named therein] and U.S. Bank [added: Trust Company,] National [removed: Association] [added: Association, as trustee] (incorporated by reference to Exhibit [removed: 4.7] [added: 4.2] to Targa [removed: Resources] [added: Resource] Corp.’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed [removed: August 1, 2024] [added: November 12, 2025] (File No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000095017024089135/trgp-ex4_7.htm)] [added: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000119312525277756/d741261dex42.htm)] |
| [removed: 4.58] [added: 4.50] | | [removed: [Indenture,] [added: [Second Supplemental Indenture] dated as of [removed: April 6,] [added: June 22,] 2022, among Targa Resources Corp., as issuer, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit [removed: 4.1] [added: 4.9] to Targa Resources Corp.’s [removed: Current Report on] [added: Post-Effective Amendment No. 1 to] Form [removed: 8-K] [added: S-3] filed [removed: April 6,] [added: June 22,] 2022 [removed: (File] [added: (Registration] No. [removed: 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000119312522097513/d343533dex41.htm)] [added: 333-263730)).](https://www.sec.gov/Archives/edgar/data/1389170/000119312522178283/d250494dex49.htm)] |
| | | |
| --- | --- | --- |
| 4.61 | | [Second Supplemental Indenture dated as of June 22, 2022, among Targa Resources Corp., as issuer, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.9 to Targa Resources Corp.’s Post-Effective Amendment No. 1 to Form S-3 filed June 22, 2022 (Registration No. 333-263730)).](https://www.sec.gov/Archives/edgar/data/1389170/000119312522178283/d250494dex49.htm) |
| 4.70 | | [Eighth Supplemental Indenture, dated as of June 27, 2024, among Targa Resources Corp., as issuer, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.11 to Targa Resource Corp.’s Post-Effective Amendment No. 3 to Form S-3 filed July 26, 2024).](https://www.sec.gov/Archives/edgar/data/2031060/000119312524186264/d868313dex411.htm) |
| 10.1* | | [Credit Agreement dated as of February 18, 2025, by and among Targa Resources Corp., Bank of America, N.A., and the other parties signatory thereto.](https://www.sec.gov/Archives/edgar/data/1389170/000095017025023983/trgp-ex10_1.htm) |
| 10.11+ | | [Targa Resources Executive Officer Change in Control Severance Program (incorporated by reference to Exhibit 10.3 to Targa Resources Corp.’s Current Report on Form 8-K filed January 19, 2012 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000119312512017046/d285393dex103.htm) |
| | | [by reference to Exhibit 10.1 to Targa Resources Corp.’s Current Report on Form 8-K filed December 10, 2019 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000119312519310354/d845460dex101.htm) |
| 10.29 | | [Commitment Increase Request, dated December 11, 2020, by and among Targa Receivables LLC, as seller, the Partnership, as servicer, and PNC Bank, National Association, as administrator, purchaser agent and LC Bank, and Wells Fargo Bank, National Association, as purchaser agent and LC Participant (incorporated by reference to Exhibit 10.1 to Targa Resources Corp.’s Current Report on Form 8-K filed December 14, 2020 (File No. 001-34991)).](https://www.sec.gov/Archives/edgar/data/1389170/000119312520316958/d95108dex101.htm) |
| 22.1* | | [List of Subsidiary Guarantors.](https://www.sec.gov/Archives/edgar/data/1389170/000095017025023983/trgp-ex22_1.htm) |
An excerpt. Shown here: 40 of 83 rewritten, all 0 added and all 9 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules in the FY2025 filing and the FY2024 filing.
Item 16. Form 10-K Summary
31 rewritten, 10 added, 9 removed, 125 unchanged
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on February [removed: 20, 2025.][added: 19, 2026.]
| [removed: Jennifer R. Kneale] [added: William A. Byers] | | (Principal Financial Officer) |
| */s/ [removed: Julie H. Boushka*] [added: J. Christopher Eklof*] | | Senior Vice President and Chief Accounting Officer |
| [removed: Julie H. Boushka] [added: J. Christopher Eklof] | | (Principal Accounting Officer) |
| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023](#consolidated_balance_sheets)] [added: 2024](#consolidated_balance_sheets)] | F-5 |
| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_operations)] [added: 2023](#consolidated_statements_operations)] | F-6 |
| [Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_comprehensive_in)] [added: 2023](#consolidated_statements_comprehensive_in)] | F-7 |
| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_cash_flows)] [added: 2023](#consolidated_statements_cash_flows)] | F-8 |
| [Consolidated Statements of Changes in Owners’ Equity [removed: and Series A Preferred Stock] for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_changes_in_owner)] [added: 2023](#consolidated_statements_changes_in_owner)] | F-9 |
| [Note 4 ― Acquisitions and [removed: Divestitures](#note_4_newlyformed_joint_ventures_acquis)] [added: Joint Ventures](#note_4_newlyformed_joint_ventures_acquis)] | F-20 |
| [Note 5 ― Property, Plant and Equipment and Intangible Assets](#note_6_property_plant_equipment_intangib) | [removed: F-23] [added: F-22] |
| [Note 10 ― Leases](#note_12_leases) | [removed: F-32] [added: F-31] |
| [Note 11 ― Common Stock and Related Matters](#note_14_common_stock_related_matters) | [removed: F-33] [added: F-32] |
| [Note 12 ― Earnings Per Common Share](#note_16_earnings_per_common_share) | [removed: F-34] [added: F-33] |
| [Note 13 ― Derivative Instruments and Hedging Activities](#note_17_derivative_instruments_hedging_a) | [removed: F-35] [added: F-34] |
| [Note 14 ― Fair Value Measurements](#note_18_fair_value_measurements) | [removed: F-38] [added: F-36] |
| [Note 15 ― Related Party Transactions](#note_19_related_party_transactions) | [removed: F-40] [added: F-39] |
| [Note 16 ― Commitments](#note_20_commitments_leases) | [removed: F-40] [added: F-39] |
| [Note 17 ― Contingencies](#note_21_contingencies_open_for_legal_upd) | [removed: F-40] [added: F-39] |
| [Note 18 ― Revenue](#note_20_revenue) | [removed: F-42] [added: F-40] |
| [Note 19 ― Income Taxes](#note_25_income_taxes) | [removed: F-42] [added: F-41] |
| [Note 20 ― Supplemental Cash Flow Information](#note_26_supplemental_cash_flow_informati) | [removed: F-44] [added: F-43] |
| [Note 21 ― Compensation Plans](#note_27_compensation_plans) | [removed: F-44] [added: F-43] |
| [Note 22 ― Segment Information](#note_28_segment_information) | [removed: F-46] [added: F-45] |
Based on that evaluation, management has concluded that the internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]
The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears on page F-3.
We have audited the accompanying consolidated balance sheets of Targa Resources Corp. and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations, of comprehensive income (loss), of changes in owners’ equity and [removed: series A preferred stock and] of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the “consolidated financial statements”).
We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.
As of December 31, [removed: 2024,] [added: 2025,] there were [removed: $87.1] [added: $189.7] million of assets from risk management activities and [removed: $259.3] [added: $256.6] million of liabilities from risk management activities.
| Date: February 19, 2026 | By: | | */s/ William A. Byers* |
| | | | William A. Byers |
| | | | Chief Financial Officer |
| */s/ William A. Byers* | | Chief Financial Officer |
*/s/ William A.
Byers*
William A.
Byers
Chief Financial Officer
February 19, 2026
| Date: February 20, 2025 | By: | | */s/ Jennifer R. Kneale* |
| | | | Jennifer R. Kneale |
| | | | President – Finance and Administration |
| */s/ Jennifer R. Kneale* | | President – Finance and Administration |
/s/ Jennifer R.
Kneale
Jennifer R.
President – Finance and Administration
February 20, 2025