Targa Resources (TRGP) risk factors, FY2025 10-K

Targa Resources's FY2025 10-K, filed Feb 19, 2026, lists 48 risk factors in 7 groups. Against the prior year's 50: 3 new, 5 dropped, 16 substantially reworded.

Risk factors listed
487 groups
New this year
3vs 50 last year
Dropped
5since the prior 10-K
Substantially reworded
16of those kept
Section length
18k wordsItem 1A

What the changes say

  • Third-party infrastructure outages, CAMT guidance changes and debt covenant defaults are newly highlighted threats to transport revenue, taxes and liquidity.
  • Commodity prices, customer credit, variable-rate debt and sustainability scrutiny remain prominent, while stock-risk language shifts between dilution and takeover defenses.
  • Personnel retention is framed around competition rather than industry activity; reserve-estimation, executive-departure and weather risks are dropped.

What changed since the prior 10-K

New

  • NewRisks Related to our Results of Operations

    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

    Interconnected third-party pipelines and facilities could become unavailable, disrupting transport of Targa’s natural gas, NGLs and crude oil and reducing revenue.

  • NewRisks Related to our Financial Condition

    Based on our current interpretation of the IRA, the CAMT and related guidance, the impact from the OBBBA, and several operational, economic, accounting and regulatory assumptions, we do not anticipate paying CAMT in the near term

    Future Treasury or IRS guidance could differ from Targa’s interpretation and make it subject to CAMT despite expecting no near-term payments.

  • NewRisks Related to Our Indebtedness

    change business activities conducted by us

    A downgrade or covenant breach could accelerate debt, terminate credit commitments and let lenders seize receivables pledged under the Securitization Facility.

Dropped

  • DroppedRisks Related to our Results of Operations

    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

  • DroppedRisks Related to our Results of Operations

    If we lose any of our named executive officers, our business may be adversely affected

  • DroppedRisks Related to our Results of Operations

    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

    High industry activity could hinder hiring, training and retention; interconnected-facility outages could reduce transport revenue.

  • DroppedRisks Related to Our Indebtedness

    In addition, certain of our debt agreements require us to satisfy and maintain specified financial ratios and other financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we cannot assure you that we will meet those ratios and tests

    Named executive departures and weather damage could disrupt facilities, customers, vendors and operations, causing significant costs.

  • DroppedRisks Related to Regulatory Matters

    shifts for our or our customers’ hydrocarbon products and additional governmental investigations and private litigation against us or those customers

Reworded

  • 100% rewrittenRisks Related to our Results of Operations

    Our cash flow is affected by supply and demand for natural gas, NGL products and crude oil and by natural gas, NGL, crude oil and condensate prices, and decreases in commodity prices and/or activity levels could adversely affect our results of operations and financial condition

    The heading now expressly covers supply, demand, condensate prices, cash flow and financial condition, rather than mainly price relationships and prolonged deterioration.

  • 100% rewrittenRisks Related to our Indebtedness

    Increases in interest rates, due to associated Federal Reserve policies or otherwise, could adversely affect our cost of capital, which could increase our funding costs and reduce the overall profitability of our business

    The heading now emphasizes higher funding costs and lower profitability, rather than only adverse results from variable-rate debt.

  • 100% rewrittenRisks Related to our Results of Operations

    Our cash flow is affected by supply and demand for natural gas, NGL products and crude oil and by natural gas, NGL, crude oil and condensate prices, and decreases in commodity prices and/or activity levels could adversely affect our results of operations and financial condition

    Commodity-price risk is presented under this number with detailed discussion of price volatility, production activity and cash-flow effects.

    Was: Our cash flow is affected by supply and demand for natural gas, NGL products and crude oil and by natural gas, NGL, crude oil and condensate prices, and decreases in commodity prices and/or activity levels could adversely affect our results of operations and financial condition

  • 100% rewrittenRisks Related to our Financial Condition

    We are exposed to credit risks of our customers, and any material nonpayment or nonperformance by our key customers could adversely affect our cash flow and results of operations

    Adds that depressed commodity prices can weaken customers’ creditworthiness and impair collections or contractual performance.

  • 100% rewrittenRisks Related to Our Indebtedness

    Increases in interest rates, due to associated Federal Reserve policies or otherwise, could adversely affect our cost of capital, which could increase our funding costs and reduce the overall profitability of our business

    Updates the variable-rate debt reference date from December 31, 2024 to December 31, 2025; the rate and equity-investment risks remain.

    Was: Increases in interest rates, due to associated Federal Reserve policies or otherwise, could adversely affect our cost of capital, which could increase our funding costs and reduce the overall profitability of our business

  • 98% rewrittenRisks Related to the Ownership of our Common Stock

    Future sales of our common stock could lower our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us

    Switches from stock-sale dilution and a 217,763,821-share figure to anti-takeover provisions and potentially value-reducing preferred stock.

  • 98% rewrittenRisks Related to the Ownership of our Common Stock

    Future sales of our common stock could lower our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us

    Switches from anti-takeover and preferred-stock risks to stock sales, dilution and a lower December 31, 2025 share count of 214,662,156.

    Was: Future sales of our common stock could lower our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us

  • 98% rewrittenRisks Related to Regulatory Matters

    Stakeholder and market attention to sustainability matters may impact the disclosure obligations of our business

    Adds that Targa’s Board established a Sustainability Committee to oversee management’s sustainability policies and procedures.

    Was: Stakeholder and market attention to sustainability matters and disclosure obligations may impact our business

  • 90% rewrittenRisks Related to our Results of Operations

    We do not own most of the land on which our pipelines, terminals and compression facilities are located, which could disrupt our operations

  • 89% rewrittenRisks Related to our Capital Projects and Future Growth

    Our expansion or modification of existing assets or the construction of new assets may not result in revenue increases and are subject to regulatory, environmental, political, legal and economic risks, which could adversely affect our results of operations and financial condition

  • 88% rewrittenRisks Related to our Capital Projects and Future Growth

    Our expansion or modification of existing assets or the construction of new assets may not result in revenue increases and are subject to regulatory, environmental, political, legal and economic risks, which could adversely affect our results of operations and financial condition

    Was: Our expansion or modification of existing assets or the construction of new assets may not result in revenue increases and are subject to regulatory, environmental, political, legal and economic risks, which could adversely affect our results of operations and financial condition

  • 85% rewrittenRisks Related to our Financial Condition

    If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. In addition, potential changes in accounting standards might cause us to revise our financial results and disclosure in the future

  • 73% rewrittenRisks Related to our Results of Operations

    Our industry is highly competitive and increased competitive pressure could adversely affect our business and operating results

  • 58% rewrittenRisks Related to our Financial Condition

    Our future tax liability may be greater than expected if our NOL carryforwards are limited, we do not generate expected deductions, tax authorities successfully challenge certain of our tax positions or from changes in tax laws

  • 55% rewrittenRisks Related to Our Indebtedness

    The terms of our debt agreements may restrict our current and future operations, particularly our ability to respond to changes in business or to take certain actions, including to pay dividends to our stockholders

  • 31% rewrittenRisks Related to Regulatory Matters

    Should we fail to comply with all applicable FERC-administered statutes, rules, regulations and orders, we could be subject to substantial penalties and fines

All 48 risk factors

Headings as the filing states them, in filing order.

Risks Related to our Results of Operations

  1. 01Our cash flow is affected by supply and demand for natural gas, NGL products and crude oil and by natural gas, NGL, crude oil and condensate prices, and decreases in commodity prices and/or activity levels could adversely affect our results of operations and financial condition100% rewritten
  2. 02A reduction in demand for NGL products by the petrochemical, refinery or other industries or by the fuel or export markets, or a significant increase in NGL product supply relative to this demand, could materially adversely affect our business, results of operations and financial condition
  3. 03Our business is highly competitive, which may affect our ability to hire, train or retain officers and employees needed to manage and operate our businessNew
  4. 04We do not own most of the land on which our pipelines, terminals and compression facilities are located, which could disrupt our operations90% rewritten
  5. 05Unexpected volume changes due to production variability or to gathering, plant or pipeline system disruptions may increase our exposure to commodity price movements
  6. 06We face opposition to operation and expansion of our pipelines and facilities from various individuals and groups
  7. 07We are subject to cybersecurity risks. A cyber incident could occur and result in information theft, data corruption, operational disruption, disclosure of business sensitive, confidential or personally identifiable information, misdirected wire transfers, reputational harm, and financial loss
  8. 17Our cash flow is affected by supply and demand for natural gas, NGL products and crude oil and by natural gas, NGL, crude oil and condensate prices, and decreases in commodity prices and/or activity levels could adversely affect our results of operations and financial condition100% rewritten
  9. 18the extent and nature of governmental regulation and taxation, including those related to the prorationing of oil and gas production
  10. 19Propane. Propane is used as a petrochemical feedstock in the production of ethylene and propylene, as a heating, engine and industrial
  11. 20Our industry is highly competitive and increased competitive pressure could adversely affect our business and operating results73% rewritten
  12. 21other hazards that could also result in personal injury, loss of life, pollution and/or suspension of operations
  13. 22Portions 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 which could have an adverse effect on our business and results of operations
  14. 23Terrorist attacks and the threat of terrorist attacks have resulted in increased costs to our business. Continued global and domestic hostilities may adversely impact our results of operations
  15. 24implement preventive and mitigating actions
  16. 25The widespread outbreak of illnesses or any other public health crises that impacts operations and/or the global demand for energy commodities may have material adverse effects on our business, financial position, results of operations and/or cash flows

Risks Related to our Capital Projects and Future Growth

  1. 08Our expansion or modification of existing assets or the construction of new assets may not result in revenue increases and are subject to regulatory, environmental, political, legal and economic risks, which could adversely affect our results of operations and financial condition89% rewritten
  2. 26Our expansion or modification of existing assets or the construction of new assets may not result in revenue increases and are subject to regulatory, environmental, political, legal and economic risks, which could adversely affect our results of operations and financial condition88% rewritten
  3. 27customer or key employee losses at the acquired businesses or to a competitor
  4. 28A 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 operations
  5. 29We may be unable to cause our joint ventures to take or not to take certain actions unless some or all of our joint venture participants agree
  6. 30In addition, subject to certain conditions, any joint venture owner may sell, transfer or otherwise modify its ownership interest in a joint venture, whether in a transaction involving third parties or the other joint owners. Any such transaction could result in our partnering with different or additional parties

Risks Related to our Financial Condition

  1. 09Inflation and changes in monetary policy may result in increases to the cost of our goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise
  2. 10The 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 for other uses in our business
  3. 11Changes in tax laws or the interpretation thereof or the imposition of new or increased taxes may adversely affect our financial condition, results of operations and cash flows
  4. 31If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. In addition, potential changes in accounting standards might cause us to revise our financial results and disclosure in the future85% rewritten
  5. 32We are exposed to credit risks of our customers, and any material nonpayment or nonperformance by our key customers could adversely affect our cash flow and results of operations100% rewritten
  6. 33If we fail to balance our purchases and sales of the commodities we handle, our exposure to commodity price risk will increase
  7. 34Our future tax liability may be greater than expected if our NOL carryforwards are limited, we do not generate expected deductions, tax authorities successfully challenge certain of our tax positions or from changes in tax laws58% rewritten
  8. 35Based on our current interpretation of the IRA, the CAMT and related guidance, the impact from the OBBBA, and several operational, economic, accounting and regulatory assumptions, we do not anticipate paying CAMT in the near termNew
  9. 36Derivatives legislation and its implementing regulations could have a material adverse effect on our ability to use derivative instruments to reduce the effect of commodity price, interest rate and other risks associated with our business
  10. 37Any of these consequences could have a material adverse effect on us, our financial condition and our results of operations

Risks Related to the Ownership of our Common Stock

  1. 12Future sales of our common stock could lower our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us98% rewritten
  2. 38Future sales of our common stock could lower our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us98% rewritten
  3. 39Our amended and restated certificate of incorporation and amended and restated bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our common stock
  4. 40limitations on the ability of our stockholders to call special meetings and establish advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders
  5. 41We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock

Risks Related to our Indebtedness

  1. 13Increases in interest rates, due to associated Federal Reserve policies or otherwise, could adversely affect our cost of capital, which could increase our funding costs and reduce the overall profitability of our business100% rewritten
  2. 14We have a substantial amount of indebtedness which may adversely affect our financial position and we may still be able to incur substantially more debt, which could collectively increase the risks associated with compliance with our financial covenants

Risks Related to Regulatory Matters

  1. 15We could incur significant costs in complying with more stringent occupational safety and health requirements
  2. 16Our operations are subject to environmental laws and regulations and a failure to comply or an accidental release into the environment may cause us to incur significant costs and liabilities
  3. 46Stakeholder and market attention to sustainability matters may impact the disclosure obligations of our business98% rewritten
  4. 47Should we fail to comply with all applicable FERC-administered statutes, rules, regulations and orders, we could be subject to substantial penalties and fines31% rewritten
  5. 48We are subject to cybersecurity and data privacy laws and regulations, and we may become subject to litigation and directives relating to our processing of personal information

Risks Related to Our Indebtedness

  1. 42Increases in interest rates, due to associated Federal Reserve policies or otherwise, could adversely affect our cost of capital, which could increase our funding costs and reduce the overall profitability of our business100% rewritten
  2. 43our debt level may limit flexibility in planning for, or responding to, changing business and economic conditions
  3. 44The terms of our debt agreements may restrict our current and future operations, particularly our ability to respond to changes in business or to take certain actions, including to pay dividends to our stockholders55% rewritten
  4. 45change business activities conducted by usNew

Other Targa Resources 10-Ks

  • FY2024 10-K risk factors
    50 risks

    Targa Resources faces heavy exposure to commodity price volatility and supply-demand swings for natural gas, NGLs, and crude oil. The company relies heavily on gathering and processing infrastructure subject to age-related maintenance, safety regulations, and weather disruptions. Growth depends on successful acquisitions and joint ventures while managing substantial indebtedness, tax liabilities, and inflationary cost pressures.

    Filed Feb 20, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.