What changed in this filing

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Item 1A. Risk Factors

2026-02-11 compared with 2025-02-12 · 120 added, 126 removed, 611 unchanged (29% of the section changed)

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The first of month prices for NYMEX Henry Hub natural gas ranged from a high of $4.42 per MMBtu to a low of $2.84 per MMBtu in 2025, and the calendar month average prices for NYMEX West Texas Intermediate crude oil ranged from a high of $75.10 per barrel to a low of $57.87 per barrel during the same period.

Natural gas prices were substantially lower in 2024 than they were in 2023, while oil prices were relatively consistent in 2024 and 2023.

Natural gas prices were substantially higher in 2025 than they were in 2024, while oil prices decreased substantially in 2025 as compared to 2024.

The markets for these commodities have historically been volatile, and these markets will likely continue to be volatile in the future.

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Our hedging activities may prevent us from benefiting from price increases and may expose us to other risks.

To achieve more predictable cash flows and reduce our exposure to downward price fluctuations, we have historically entered into fixed swap hedging contracts for a significant percentage of our expected production volumes.

For example, in 2021 we hedged 91%, 36% and 29% of our natural gas, NGLs and oil production, respectively.

Additionally, in 2022 we hedged 49% of our natural gas production, and our NGLs and oil production was unhedged.

Due to our improved liquidity and leverage position as compared to past levels, the percentage of our expected production that we hedge has decreased.

For example, in 2023 and 2024, substantially all of our production was unhedged, and as of December 31, 2024, we had fixed swap and collar contracts in place for a nominal portion of our natural gas production in 2025 and 2026.

To the extent that we engage in hedging activity in the future, we may be prevented from realizing the near-term benefits of price increases above the levels of the hedges.

To achieve more predictable cash flows and reduce our exposure to downward price fluctuations, we may enter into derivative contracts for a significant percentage of our expected production volumes.

Assuming our 2026 production is the same as our production in 2025, approximately 42% of our total production is hedged through commodity derivatives.

In addition, we have commodity derivative contracts in place for a portion of our 2027 production.

Our current and potential future hedging activity may prevent us from realizing the near-term benefits of price increases above the levels of the hedges for the portion of our production that

If we choose not to engage in, or otherwise reduce our future use of, hedging arrangements or are unable to engage in hedging arrangements due to lack of acceptable counterparties, we may be more adversely affected by changes in commodity prices than our competitors who engage in hedging arrangements to a greater extent than we do.

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Our future financial condition and results of operations will depend on the success of our exploration, development and acquisition activities, which are subject to numerous risks beyond our control, including the risk that drilling will not result in commercially viable hydrocarbons.

Our decisions to purchase, explore or develop prospects or properties will depend in part on the evaluation of data obtained through geophysical and geological analyses, production data and engineering studies, the results of which are often inconclusive or subject to varying interpretations.

Our decisions to purchase, explore or develop prospects or properties will depend in part on the

evaluation of data obtained through geophysical and geological analyses, production data and engineering studies, the results of which are often inconclusive or subject to varying interpretations.

For a discussion of the uncertainty involved in these processes, see “—Reserves—Reserve estimates depend on many assumptions that may turn out to be inaccurate.

Any material inaccuracies in our

reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.” In addition, our cost of drilling, completing and operating wells is subject to operational uncertainties.

Any material inaccuracies in our reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.” In addition, our cost of drilling, completing and operating wells is subject to operational uncertainties.

Further, many factors may curtail, delay or cancel our scheduled drilling projects, including the following:

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Business and Properties—Our Properties and Operations—Undeveloped Acreage Expirations.”

As of December 31, 2024, we had 1,137 identified potential horizontal well locations in our proved, probable and possible reserve base and excludes 339 locations based on such locations being uneconomic at the SEC reserves prices for the year ended December 31, 2024.

As of December 31, 2025, we had 1,279 identified potential horizontal well locations in our proved, probable and possible reserve base.

As a result of the limitations described above, we may be unable to drill many of our potential well locations.

addition, we will require significant additional capital over a prolonged period to pursue the development of these locations, and we may not be able to obtain or generate the capital required to do so.

In addition, we will require significant additional capital over a prolonged period to pursue the development of these locations, and we

may not be able to obtain or generate the capital required to do so.

Any drilling activities we are able to conduct on these potential locations may not be successful or result in our ability to add additional proved reserves to our overall proved reserves, or may result in a downward revision of our estimated proved reserves, which could have a material adverse effect on our future business and results of operations.

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See Note 15—Contingencies to the consolidated financial statements for additional information on legal proceedings.

ESG matters and conservation measures may adversely impact our business.

Stakeholder attention to climate risks, societal expectations on companies related to climate risks, investor, regulatory and societal expectations regarding voluntary and mandatory ESG disclosures and consumer demand for alternative forms of energy may result in increased costs, reduced demand for our products, reduced profits, increased investigations and litigation, negative impacts on our stock price and reduced access to capital markets.

Sustainability matters and conservation measures may adversely impact our business.

Stakeholder attention to climate risks, societal expectations on companies related to climate risks, investor, regulatory and societal expectations regarding voluntary and mandatory sustainability disclosures and consumer demand for alternative forms of energy may result in increased costs, reduced demand for our products, reduced profits, increased investigations and litigation, negative impacts on our stock price and reduced access to capital markets.

Any increased attention to climate risks and environmental conservation, for example, may result in demand shifts for oil and natural gas products and additional governmental investigations and private litigation against us and, depending on the nature of the claims asserted and other factors, such liability could be imposed without regard to our causation of or contribution to the asserted damage, or to other mitigating factors.

Moreover, while we create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith.

Mandatory ESG-related disclosure is also emerging as an area where we may be, or may become, subject to required disclosures in certain jurisdictions, depending on our purported nexus to such jurisdictions and any such mandatory disclosures may similarly necessitate the use of hypothetical, projected or estimated data, some of which is not controlled by us and is inherently subject to imprecision.

Disclosures reliant upon such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters.

In addition, we have established a net zero goal by 2025 with respect to our Scope 1 (direct) and Scope 2 (indirect from the purchase of energy) GHG emissions, and we could face unexpected material costs as a result of our efforts to meet this goal and any future revisions to it.

Moreover, while we create and publish voluntary disclosures regarding sustainability matters from time to time, many of the statements in those voluntary disclosures are based on expectations and assumptions or hypothetical scenarios that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith.

Mandatory sustainability-related disclosure is also evolving as an area where we may be, or may become, subject to required disclosures in certain jurisdictions, depending on our purported nexus to such jurisdictions and any such mandatory disclosures may similarly necessitate the use of hypothetical, projected or estimated data, some of which is not controlled by us and is inherently subject to imprecision.

Disclosures reliant upon such expectations and assumptions or hypothetical scenarios are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established approach to identifying, measuring and reporting on many sustainability matters.

In addition, we may announce various voluntary sustainability targets, including certain GHG emissions goals, and we could face unexpected material costs as a result of our efforts to maintain this goal and any future revisions to it.

We continue to evaluate a range of technology and other measures, such as carbon offsets, that could assist with meeting this goal.

Given uncertainties related to the use of emerging technologies, the state of markets

for and the availability of verified carbon offsets, we cannot predict whether or not we will be able to timely meet these goals, if at all.

In addition, while we may seek to only purchase carbon offsets verified by reputable third parties, we cannot guarantee that any carbon offsets we purchase will achieve the GHG emission reductions represented, and we could face increased costs to purchase additional carbon offsets to cover any gap or loss, particularly if carbon offset markets face capacity constraints as a result of increased demand.

Given uncertainties related to the use of emerging technologies, the state of markets for and the availability of verified carbon offsets, we cannot predict whether or not we will be able to timely meet these goals, if at all.

or a perception of failure (whether or not valid) to pursue, implement or adequately make progress against such sustainability strategies or achieve such sustainability goals or commitments could result in private litigation and damage to our reputation.

In addition, while we may seek to purchase carbon offsets verified by reputable third parties, we cannot guarantee that any carbon offsets we purchase will achieve the GHG emission reductions represented, and we could face increased costs to purchase additional carbon offsets to cover any gap or loss, particularly if carbon offset markets face capacity constraints as a result of increased demand or heightened scrutiny of their methodologies.

Moreover, certain stakeholders may object to the use of offsets generally or with respect to specific transactions we engage in as to any carbon reduction benefits we may claim resulting from such offsets.

Furthermore, certain jurisdictions, including California, are instituting new laws that require disclosures related to voluntary carbon offsets and similar constructs.

Furthermore, certain jurisdictions, including California, have instituted new laws that require disclosures related to voluntary carbon offsets and similar constructs.

Disclosures under these regimes are novel and it is uncertain whether any disclosures we may make in connection therewith will satisfy the laws and may lead to uncertain consequences, such as private parties criticizing such projects, whether via litigation or otherwise.

While we may participate in various voluntary frameworks and certification programs to improve the ESG profile of our operations and products, we cannot guarantee that such participation or certification will have the intended results on our or our products’ ESG profile.

Also, despite any aspirational goals, we may receive pressure from investors, lenders or other groups to adopt more aggressive climate or other ESG-related goals, but we cannot guarantee that we will be able to implement such goals because of potential costs or technical or operational obstacles.

Furthermore, our reputation, as well as our stakeholder relationships, could be adversely impacted as a result of, among other things, any failure to meet our ESG plans or goals or stakeholder perceptions of statements made by us, our employees and executives, agents, or other third parties or public pressure from investors or policy groups to change our policies.

Such statements with respect to ESG matters are becoming increasingly subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e., misleading information or false claims overstating potential ESG benefits.

As a result, we may face increased litigation risks from private parties and governmental authorities related to our ESG efforts.

While we may participate in various voluntary frameworks and certification programs to improve the sustainability profile or transparency of our operations and products, we cannot guarantee that such participation or certification will have the intended results on our or our products’ sustainability profile.

Also, despite any aspirational goals, we may receive pressure from investors, lenders or other groups to adopt more aggressive climate or other sustainability-related goals, but we cannot guarantee that we will be able to implement such goals in whole or in part because of potential costs or technical or operational obstacles.

Furthermore, our reputation, as well as our stakeholder relationships, could be adversely impacted as a result of, among other things, any failure to meet our sustainability plans or goals or stakeholder perceptions of certain statements made by us, others in our industry, our employees and executives, agents, or other third parties or public pressure from investors or policy groups to change our policies.

Such statements with respect to sustainability matters are becoming increasingly subject to heightened scrutiny from public and governmental authorities, as well as other parties, related to the risk of potential “greenwashing,” i.e., misleading information or false claims overstating potential sustainability benefits.

Additionally, certain employment practices and social initiatives are the subject of scrutiny by both those calling for the continued advancement of such policies, as well as those who believe they should be curbed, including government actors, and the complex regulatory and legal frameworks applicable to such initiatives continue to evolve.

We cannot be certain of the impact of such regulatory, legal and other developments on our business.

More recent political developments could mean that we face increasing criticism or litigation risks from certain “anti-ESG” parties, including various governmental agencies.

Such sentiment may focus on our environmental commitments or our pursuit of certain employment practices or social initiatives that are alleged to be political or polarizing in nature or are alleged to violate laws based, in part, on changing priorities of, or interpretations by, federal agencies or state governments.

Consideration of sustainability and social-related factors in our decision making could be subject to increasing scrutiny and objection from such anti-ESG parties.

As a result, we may face increased litigation risks from private parties and governmental authorities related to our sustainability efforts.

Moreover, any alleged claims of greenwashing against us or others in our industry may lead to negative sentiment towards our company or industry.

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Damage to our overall reputation could have a negative impact on our financial results and require additional resources for the Company to rebuild its reputation.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters.

Such ratings may be used by some investors to inform their investment and voting decisions.

Unfavorable ESG ratings and recent activism directed at shifting funding away from companies with energy-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings and proxy voting recommendations processes for evaluating companies on their approach to sustainability matters.

Such ratings, proxy advisory services, and reports may be used by some investors to inform their investment and voting decisions.

While such ratings do not impact all investors’ investments or voting decisions, unfavorable sustainability ratings and recent activism directed at shifting funding away from companies with energy-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital.

Also, certain institutional lenders may decide not to provide funding for oil and natural gas companies or the corresponding infrastructure projects based on climate related concerns, which could affect our access to capital for potential growth projects.

Moreover, to the extent ESG matters negatively impact our reputation, we may not be able to compete as effectively or recruit or retain employees, which may adversely affect our operations.

Such ESG matters may also impact Antero Midstream and our customers, which may adversely impact our business, financial condition or results of operations.

Moreover, to the extent sustainability matters negatively impact our reputation, we may not be able to compete as effectively or recruit or retain employees, which may adversely affect our operations.

Such sustainability matters may also impact Antero Midstream and our customers, which may adversely impact our business, financial condition or results of operations.

We may incur substantial losses and be subject to substantial liability claims as a result of our operations.

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Some cyber incidents, such as surveillance, ransomware, or deepfake-based social engineering attacks, may remain undetected for some period of time.

Advances in computer capabilities, discoveries in the field of artificial intelligence, cryptography, or other developments may result in a compromise or breach of the technology we use to safeguard confidential, personal or other information.

Advances in computer capabilities, discoveries in the field of artificial intelligence, cryptography,

or other developments may result in a compromise or breach of the technology we use to safeguard confidential, personal or other information.

As cyberattacks continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerabilities to cyberattacks.

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As cyberattacks increase globally in frequency and severity, coverage availability and affordability may further decline.

A successful cyberattack or security breach could result in liability resulting from data privacy or cybersecurity

claims, liability under data privacy laws, regulatory penalties, damage to our reputation, long-lasting loss of confidence in us, or additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences, all of which could have a material and adverse effect on our business, financial condition or results of operations.

A successful cyberattack or security breach could result in liability resulting from data privacy or cybersecurity claims, liability under data privacy laws, regulatory penalties, damage to our reputation, long-lasting loss of confidence in us, or additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences, all of which could have a material and adverse effect on our business, financial condition or results of operations.

To date, we have not experienced any material losses relating to cyberattacks;

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As of December 31, 2025, our long- term contractual obligations under agreements with minimum volume commitments totaled $8.2 billion over the term of the contracts.

If we have insufficient production to meet the minimum volumes or are otherwise unable to fulfill all or a portion of our volume commitments, our cash flow from operations will be reduced, which may require us to reduce or delay our planned investments and capital expenditures or seek alternative means of financing, all of which may have a material adverse effect on our results of operations.

capital expenditures or seek alternative means of financing, all of which may have a material adverse effect on our results of operations.

Assuming 2026 production is unchanged from 2025 production, we estimate that we will incur annual net marketing costs of $0.02 per Mcfe to $0.05 per Mcfe in 2026 for unutilized transportation capacity depending on the amount of unutilized capacity that can be marketed to third parties or utilized to transport third-party gas and capture positive basis differentials.

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Acquisitions, Divestitures and Takeovers

W e may not achieve the intended benefits of the HG Acquisition, and the HG Acquisition may disrupt our existing plans or operations.

There can be no guarantee that we will be able to successfully integrate the assets and operations to be acquired in, or otherwise realize the expected benefits of, the HG Acquisition.

Difficulties in integrating the assets acquired in the HG Acquisition may result in operational and other challenges, including the diversion of management’s attention from ongoing business concerns;

the diversion of resources to integration processes;

the retention of existing business and operational relationships, including customers, suppliers and other counterparties;

the attraction of new business and operational relationships;

the possibility of faulty assumptions underlying expectations regarding integration processes and associated expenses;

the elimination of duplicative corporate or operational processes;

as well as unanticipated issues in integrating certain systems, including internal controls over financial reporting and disclosure controls and procedures.

An inability to realize the full extent of the intended benefits of the HG Acquisition, and any delays encountered in the integration process, could have an adverse effect on our revenues and level of expenses and results of operations.

In addition, the integration may result in additional or unforeseen expenses.

Although we expect the strategic benefits to offset incremental transaction-related costs over time, if we are not able to adequately and effectively address integration challenges, we may be unable to successfully integrate operations or realize anticipated benefits of the integration.

We may not complete the Utica Shale Divestiture within the anticipated timeframe or at all.

The completion of the Utica Shale Divestiture is subject to a number of conditions.

The failure to satisfy all of the required conditions could delay the completion of the Utica Shale Divestiture for a significant period of time or prevent it from occurring at all.

A delay in completing the Utica Shale Divestiture could cause us to realize some or all of the benefits later than we otherwise expect to realize them if the Utica Shale Divestiture were successfully completed within the anticipated timeframe, which could result in additional transaction costs or in other negative effects associated with uncertainty around completion of the divestiture.

Notwithstanding the due diligence investigation that we performed in connection with our entry into the definitive agreement to purchase HG Production, HG Production may have liabilities, losses or other exposures for which we do not have adequate insurance coverage or other protection.

While we performed due diligence on HG Production prior to our entry into the definitive agreement to purchase HG Production, we are dependent on the accuracy and completeness of statements and disclosures made or actions taken by HG Production and its representatives when conducting due diligence and evaluating the results of such due diligence.

We do not control and may be unaware of activities of HG Production prior to the completion of the HG Acquisition, including intellectual property and other litigation, claims or disputes, information security vulnerabilities, violations of laws, policies, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities.

With the consummation of the HG Acquisition, the liabilities of HG Production, including contingent liabilities, will be consolidated with our liabilities for purposes of financial reporting.

HG Production may have unknown liabilities which we will be responsible for following the consummation of the HG Acquisition.

If HG Production’s liabilities are greater than expected, or if there are obligations of HG Production of which we are not aware, our business could be materially and adversely affected.

We do not have indemnification rights from the current owners of HG Production for defects and liabilities associated with the acquired assets and instead will rely on a limited representation and warranty insurance policy, which we have obtained.

Such insurance is subject to exclusions, policy limits and certain other customary terms and conditions.

If we are responsible for liabilities not covered

by representation and warranty insurance, we could suffer consequences that could have a material adverse effect on our financial condition and results of operations.

We may be subject to risks in connection with acquisitions of properties.

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Accordingly, we are not subject to any anti-takeover effects or protections of Section 203 of the DGCL, although no assurance can be given that we will not elect to be governed by Section 203 of the DGCL pursuant to an amendment to our certificate of incorporation in the future.

Certain of our stockholders have investments in our affiliates that may conflict with the interests of other stockholders.

Rady and an individual affiliated with Yorktown serve as members of our Board of Directors and the Board of Directors of Antero Midstream.

Rady and Yorktown also own a significant portion of the shares of our common stock.

Rady and Yorktown may have conflicting interests with other stockholders.

Conflicts of interest could arise in the future between us, on the one hand, and Mr.

Rady and Yorktown, on the other hand, regarding, among other things, decisions related to our financing, capital expenditures and business plans, the terms of our agreements with Antero Midstream and its subsidiaries and the pursuit of potentially competitive business activities or business opportunities.

We may be unable to dispose of assets on attractive terms and may be required to retain liabilities for certain matters.

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Our cash flow used in investing activities for 2025 included drilling and completion costs of $685 million and leasehold expenditures of $129 million.

Our net capital budget for 2025 is $725 million to $800 million.

Our budget includes:

a range of $650 million to $700 million for drilling and completion and $75 million to $100 million for leasehold expenditures.

Our capital budget excludes acquisitions, except for leasehold acquisitions.

Our capital budget for 2026 is $1.1 billion to $1.3 billion and includes:

$1.0 billion for drilling and completions, $100 million for leasehold expenditures and up to $200 million for discretionary growth capital that is dependent on commodity prices.

Our capital budget reflects the closing of the HG Acquisition on February 3, 2026 and assumes the closing of the Utica Shale Divestiture during February 2026.

We do not budget for acquisitions.

We expect to fund these capital expenditures with cash generated by operations, and dividends from Antero Midstream, which we do not control the timing or amount of, if any;

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We may not be able to generate sufficient cash flows to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on, or to refinance, our indebtedness, including the Credit Facility and our Senior Notes, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and certain financial, business and other factors beyond our control.

Our ability to make scheduled payments on, or to refinance, our indebtedness, including the Credit Facility, the Term Loan A Facility and our Senior Notes, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and certain financial, business and other factors beyond our control.

We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the Senior Notes.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness, including the Credit Facility or the Senior Notes.

For example, the proceeds of our asset sale program were used to retire a portion of our indebtedness.

Our ability to restructure or refinance our indebtedness will depend on the condition of the capital and credit markets, including the markets for debt securities and credit facilities, and our financial condition at such time.

Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

The terms of existing or future debt instruments, including the Credit Facility and the indentures governing our Senior Notes, may restrict us from adopting some of these alternatives.

The terms of existing or future debt instruments, including the Credit Facility, the Term Loan A Facility and certain of the indentures governing our Senior Notes, may restrict us from adopting some of these alternatives.

In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness, could result in more onerous restrictions in our debt securities and facilities and may result in us having to post collateral with, or provide letters of credit to, certain transactional counterparties.

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Restrictions in our existing and future debt agreements could limit our growth and our ability to engage in certain activities.

The Credit Facility contains a number of significant covenants (in addition to covenants restricting the incurrence of additional indebtedness), including restrictive covenants that may limit our ability to, among other things:

The Credit Facility and the Term Loan A Facility contain a number of significant covenants (in addition to covenants restricting the incurrence of additional indebtedness), including restrictive covenants that may limit our ability to, among other things:

● merge, consolidate, liquidate or dissolve;

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● enter into material non-arms’-length transactions with our affiliates.

The indentures governing our Senior Notes contain similar restrictive covenants as well as restrictive covenants that may limit our ability to sell assets and make investments.

In addition, the Credit Facility requires us to maintain a ratio of total indebtedness to capitalization of 65% or less.

The indentures governing certain of our Senior Notes contain similar restrictive covenants as well as restrictive covenants that may limit our ability to sell assets and make investments.

In addition, the Credit Facility and the Term Loan A Facility require us to maintain a ratio of total indebtedness to capitalization of 65% or less.

These restrictions, together with those in the indentures governing our Senior Notes may also limit our ability to obtain future financings to withstand a future downturn in our business or the economy in general, or to otherwise conduct necessary corporate activities.

We may also be prevented from taking advantage of business opportunities that arise because of the limitations that the restrictive covenants under the indentures governing our Senior Notes and the Credit Facility impose on us.

A breach of any covenant in the Credit Facility would result in a default under that agreement after any applicable grace periods.

A default, if not waived, could result in our inability to access loans under the Credit Facility or acceleration of the indebtedness outstanding under the Credit Facility and in a default with respect to, and an acceleration of, the indebtedness outstanding under other debt agreements.

A breach of any covenant in the Credit Facility or the Term Loan A Facility would result in a default under the relevant agreement after any applicable grace periods.

A default, if not waived, could result in our inability to access loans under the Credit Facility or acceleration of the indebtedness outstanding under the Credit Facility or the Term Loan A Facility and in a default with respect to, and an acceleration of, the indebtedness outstanding under other debt agreements.

The accelerated indebtedness would become immediately due and payable.

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We regularly use hydraulic fracturing as part of our operations, as does most of the domestic oil and natural gas industry.

Hydraulic fracturing typically is regulated by state oil and natural gas commissions, but the EPA has asserted federal regulatory authority pursuant to the SDWA over certain hydraulic fracturing activities involving the use of diesel fuels and issued permitting guidance in February 2014 regarding such activities.

In addition, the EPA finalized rules in June 2016 that prohibit the discharge of wastewater from hydraulic fracturing operations to publicly owned wastewater treatment plants.

In addition, Congress has from time to time considered legislation to provide for federal regulation of hydraulic fracturing under the SDWA and to require disclosure of the chemicals used in the hydraulic fracturing process.

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At the state level, several states have adopted or are considering legal requirements that could impose more stringent permitting, disclosure and well construction requirements on hydraulic fracturing activities.

For example, the Ohio legislature has adopted a law requiring oil and natural gas operators to disclose chemical ingredients used to hydraulically fracture wells and to conduct pre-drill baseline water quality sampling of certain water wells near a proposed horizontal well.

Local governments also may seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular.

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Strict, joint and several liabilities may be imposed under certain environmental laws, which could cause us to become liable for the conduct of others or for consequences of our own actions that were in compliance with all applicable laws at the time those actions were taken.

In addition, claims for damages to persons or property, including natural resources, may result from the environmental and occupational health and workplace safety impacts of our operations.

In addition, claims for damages to persons or property, including natural resources, may result from the

environmental and occupational health and workplace safety impacts of our operations.

We have been named from time to time as a defendant in litigation related to such matters.

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In addition, our costs of compliance may increase if existing laws and regulations are revised or reinterpreted, or if new laws and regulations become applicable to our operations.

For instance, in January 2023, the White House’s Council on Environmental Quality (“CEQ”) released guidance to assist federal agencies in assessing the GHG emissions and climate change effects of their proposed actions under the National Environmental Policy Act (“NEPA”).

In May 2024, the CEQ published a final rule which, in the second and final “phase” of updates, revised the implementing regulations of procedural provisions of NEPA and implements NEPA amendments included in the Financial Responsibility Act of 2023.

The final rule was challenged by various states.

District Court for the District of North Dakota in February 2025, the court issued an order vacating the May 2024 rule citing a November 2024 opinion of the U.S.

Court of Appeals for the D.C.

Circuit, which held that the CEQ lacks authority to issue NEPA regulations.

As a result of these rulings and the recent change in presidential administration, there is significant uncertainty with respect to current and future NEPA regulations.

For example, on January 20, 2025, President Trump issued an Executive Order directing the CEQ to issue guidance and propose rescinding existing NEPA regulations to “expedite and simplify the permitting process.” While the impact of these developments is unclear at this time, any disruption in our ability to obtain permits could result in costs that could have a material adverse effect on our business, financial condition and results of operations.

For instance, there have been several recent developments regarding the National Environmental Policy Act (“NEPA”) regulatory regime.

Most recently, following a Trump administration Executive Order, in February 2025, the White House’s Council on Environmental Quality (“CEQ”) released an interim final rule rescinding its regulations implementing NEPA.

Federal agencies have begun the process of preparing their own new or updated NEPA-implementing rules or guidelines, with the first batch of updates released in July 2025.

In May 2025, the Supreme Court issued an opinion in Seven County Infrastructure Coalition v.

Eagle County emphasizing the “substantial judicial deference” that courts must grant agencies when considering NEPA challenges.

In September 2025, CEQ issued new guidance to federal agencies implementing NEPA encouraging them to limit their NEPA reviews, rely more heavily on sponsor-prepared documents, and streamline the NEPA process.

The impact of these developments remains unclear at this time, but any disruption in our ability to obtain permits could result in costs that could have a material adverse effect on our business, financial condition and results of operations.

Our business is subject to federal, state and local laws and regulations as interpreted and enforced by governmental authorities possessing jurisdiction over various aspects of the exploration for, and the production, processing and transportation of natural gas, NGLs and oil.

While the Trump administration may make changes to President Biden’s environmental and climate change initiatives, we cannot predict what, when, or how the new administration may take actions to revise existing environmental laws or regulations, if at all, or the ultimate impact such changes may have on our business.

While the Trump administration may make changes to President Biden’s environmental and climate change initiatives, we cannot predict what, when, or how the Trump administration may take actions to revise existing environmental laws or regulations, if at all, or the ultimate impact such changes may have on our business.

For more information on these matters, see “Item 1.

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Under the EPAct of 2005, FERC has civil penalty authority under the NGA to impose penalties for current violations of up to $1,584,648 per day for each violation and disgorgement of profits associated with any violation.

While our systems have not been regulated by FERC under the NGA, FERC has adopted regulations that may subject certain of our otherwise non- FERC jurisdictional facilities to FERC annual reporting requirements.

While our systems have not been regulated by FERC under the NGA, FERC has adopted regulations that may subject certain of our otherwise non-FERC jurisdictional

facilities to FERC annual reporting requirements.

Additional rules and legislation pertaining to those and other matters may be considered or adopted by FERC from time to time.

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The full impact of this Executive Order and related administrative actions is uncertain at this time.

In addition, the IRA 2022 imposes the first ever federal fee on the emission of greenhouse gases through a methane emissions charge.

The IRA 2022 amends the federal Clean Air Act to impose a fee on the emission of methane from sources required to report their GHG emissions to the EPA, including those sources in the onshore petroleum and natural gas production and gathering and boosting source categories.

On November 12, 2024, the EPA finalized the methane emissions charge rule, which applies to oil and gas facilities emitting more than 25,000 metric tons of CO2 per year.

The charge is set to start in calendar year 2024 at $900 per ton of methane, increase to $1,200 in 2025, and be set at $1,500 for 2026 and each year after.

Calculation of the fee is based on certain thresholds established in the IRA 2022.

The methane charge and the incentives for renewable energy infrastructure development could impose additional costs on our operations and further reduce demand for oil and natural gas.

In addition, the IRA 2022 imposed the first ever federal fee on the emission of greenhouse gases through a methane emissions charge.

The IRA 2022 amended the federal Clean Air Act to impose a fee on the excess emission of methane from sources required to report their GHG emissions to the EPA, including those sources in the onshore petroleum and natural gas production and gathering and boosting source categories.

On November 12, 2024, the EPA finalized the methane emissions charge rule, however, in February 2025, Congress repealed the rule under the Congressional Review Act.

Additionally, under the OBBB, Congress delayed the implementation of the methane emissions charge until 2034.

Compliance with the methane emissions charge and other air pollution control and permitting requirements could impose additional costs on our operations and further reduce demand for oil and natural gas.

This could decrease demand for oil and gas and consequently adversely affect our business and results of operations.

Congress may seek to revise the IRA 2022 to remove this rule, but we cannot predict whether, when, or how Congress might seek to do so.

The Trump administration may also seek to challenge, repeal, or revise this rule, and Congress may attempt to repeal or amend the IRA 2022, including with respect to the methane emissions charge;

however, we cannot predict what, when, or how the new administration or Congress may take actions to rollback or otherwise revise existing laws, rules, or regulations or the ultimate impact such changes may have on our business or results of operations.

We cannot predict if the Trump administration and/or Congress may take further actions with respect to the IRA 2022 or the methane emissions charge, nor can we predict what, when, or how the new administration or Congress may take actions to rollback or otherwise revise existing laws, rules, or regulations or the ultimate impact such changes may have on our business or results of operations.

Our operations are subject to a series of risks related to climate that could result in increased operating costs, limit the areas in which we may conduct oil and natural gas exploration and production activities, and reduce demand for our products.

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The federal regulation of methane from oil and gas facilities has been subject to substantial uncertainty in recent years.

In June 2016, the EPA finalized NSPS, known as Subpart OOOOa, that establish emission standards for methane and VOCs from new and modified oil and natural gas production and natural gas processing and transmission facilities.

Most recently, in December 2023, the EPA finalized more stringent methane rules for new, modified, and reconstructed facilities, known as OOOOb, as well as standards for existing sources for the first time ever, known as OOOOc.

Under the final rules, states have two years to prepare and submit their plans to impose methane emission controls on existing sources.

The presumptive standards established under the final rule are generally the same for both new and existing sources.

The requirements include enhanced leak detection survey requirements using optical gas imaging and other advanced monitoring to encourage the deployment of innovative technologies to detect and reduce methane emissions, reduction of emissions by 95% through capture and control systems and zero-emission requirements for certain devices.

The rule also establishes a “super emitter” response program that would allow third parties to make reports to EPA of large methane emission events, triggering certain investigation and repair requirements.

Fines and penalties for violations of these rules can be substantial.

The rules are currently subject to legal challenges, and the Trump administration may seek to revise or repeal these rules;

however, we cannot predict what actions the new administration may take or how they might affect our business or results of operations.

Moreover, compliance with the new rules may affect the amount we owe under the IRA 2022’s methane fee described above because compliance with EPA’s methane rules would exempt an otherwise covered facility from the requirement to pay the methane fee.

The requirements of the EPA’s final methane rules have the potential to increase our operating costs and thus may adversely affect our financial results and cash flows.

Moreover, failure to comply with these CAA requirements can result in the imposition of substantial fines and penalties as well as costly injunctive relief.

In December 2023, the EPA finalized more stringent methane rules for new, modified, and reconstructed facilities, known as OOOOb, as well as standards for existing sources for the first time ever, known as OOOOc.

However, in March 2025, the EPA announced plans to reconsider OOOOb and OOOOc, in line with the Trump 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.

We cannot predict what additional actions the Trump administration may take or how they might affect our business or results of operations.

However, failure to comply with these CAA requirements can result in the imposition of substantial fines and penalties as well as costly injunctive relief.

Given the long-term trend toward increasing regulation, future federal GHG regulations of the oil and gas industry remain a possibility, and several states, including West Virginia and Ohio, have separately imposed or are considering imposing their own regulations on methane emissions from oil and gas production activities.

Internationally, the United Nations-sponsored “Paris Agreement” requires member states to individually determine and submit non-binding emissions reduction targets every five years after 2020.

President Biden has recommitted the United States to the Paris Agreement and, in April 2021, announced a goal of reducing the United States’ emissions by 50-52% below 2005 levels by 2030.

However, on January 20, 2025, President Trump signed an Executive Order once again withdrawing the United States from the Paris Agreement.

The United States’ participation in future United Nations climate-related conferences and the impacts of these orders, pledges, agreements and any legislation or regulation promulgated to fulfill the United States’ commitments under the Paris Agreement or other international conventions cannot be predicted at this time.

Concern over climate risks has also from time to time resulted in increasing political risks in the United States, including climate-change related pledges made by President Biden and other public office representatives.

For example, the Biden administration previously issued a pause on approvals for LNG export facilities, which was subsequently struck down in federal court.

Following the legal challenges, the Biden administration released a study on the economic and environmental impacts of LNG exports, finding, based on a range of scenarios that vary in assumptions about global climate policies and technology availability, that increased U.S.

LNG exports are associated with higher global GHG emissions.

While President Trump has issued an Executive Order directing the Department of Energy to restart reviews of LNG export applications, we cannot predict what impact the study released by the prior administration may ultimately have.

Increasingly, oil and natural gas companies are exposed to litigation risks related to climate risks.

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Financial institutions, including investment advisors and certain sovereign wealth, pension and endowment funds, may elect in the future to shift some or all of their investment into non-oil and natural gas related sectors.

Certain institutional lenders who provide financing to fossil-fuel energy companies have also become more attentive to lending practices, and some of them may elect in future not to provide funding for oil and natural gas companies.

To the extent implemented or pursued, such policies and commitments could lead to some lenders restricting access to capital for or divesting from certain industries or companies, including the oil and natural gas sector, or requiring that borrowers take additional steps to reduce their GHG emissions.

To the extent implemented or pursued,

such policies and commitments could lead to some lenders restricting access to capital for or divesting from certain industries or companies, including the oil and natural gas sector, or requiring that borrowers take additional steps to reduce their GHG emissions.

While we cannot predict how or to what extent sustainable lending and investment practices may impact our operations, a material reduction in the capital available to the oil and natural gas industry could make it more difficult to secure funding for exploration, development, production, transportation and processing activities, which could result in decreased demand for our products or otherwise adversely impact our financial performance.

In addition, in March 2024, the SEC finalized a rule requiring registrants to include certain climate-related disclosures, including Scope 1 and 2 GHG emissions, climate-related targets and goals, and certain climate-related financial statement metrics, in registration statements and periodic reports.

However, this rule is currently paused pending litigation and is expected to be repealed.

The timeline for any repeal, if at all, is subject to a number of uncertainties and likely could face legal challenges that would further delay the implementation of any repeal, and we cannot predict the ultimate outcome.

Similarly, in October 2023, the Governor of California signed the CCDAA and CRFRA into law.

The CCDAA requires both public and private U.S.

companies that are “doing business in California” and that have a total annual revenue of $1 billion to publicly disclose and verify, on an annual basis, Scope 1, 2 and 3 GHG emissions.

The CRFRA requires the disclosure of a climate-related financial risk report (in line with the TCFD recommendations or equivalent disclosure requirements under the ISSB climate-relate disclosure standards) every other year for public and private companies that are “doing business in California” and have total annual revenue of at least $500 million.

Reporting under both laws would begin in 2026.

These laws are currently subject to legal challenges, but the outcome of such challenge is uncertain at this time.

Additionally, New York and other jurisdictions are considering adopting similar climate disclosure laws.

Currently, the ultimate impact of these laws on our business is uncertain.

The Governor of California has directed further consideration of the implementation deadlines for each of the laws, and there is potential for legal challenges to be filed with respect to the scope of the law, but, absent clarification or revisions to the law, alongside the SEC final rule, if implemented, may result in additional costs to comply with these disclosure requirements as well as increased costs of and restrictions on access to capital.

Separately, enhanced climate related disclosure requirements could lead to reputational or other harm with customers, regulators, investors or other stakeholders and could also increase our litigation risks relating to statements alleged to have been made by us or others in our industry regarding climate risks, or in connection with any future disclosures we may make regarding reported emissions, particularly given the inherent uncertainties and estimations with respect to calculating and reporting GHG emissions.

Separately, the SEC has also from time to time applied additional scrutiny to existing climate-change related disclosures in public filings, and there is the potential for enforcement if the SEC were to allege an issuer’s existing climate disclosures misleading or deficient .

In addition, some states have adopted or are considering adopting laws requiring the disclosure of climate related risks.

Lawsuits have been filed challenging the implementation of these laws, but we cannot predict the outcome of these suits at this time.

Compliance with these laws, to the extent they are implemented and applicable to us, may result in additional costs related to disclosure requirements as well as increased costs of and restrictions on access to capital.

Separately, enhanced climate related disclosure requirements could lead to reputational or other harm and could also increase our litigation risks relating to statements alleged to have been made by us or others in our industry regarding climate risks, or in connection with any future disclosures we may make regarding reported emissions, particularly given the inherent uncertainties and estimations with respect to calculating and reporting GHG emissions.

The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives related to climate risks or GHG emissions from oil and natural gas facilities could result in increased costs of compliance or costs of consumption, thereby reducing demand for our products.

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We do not maintain, nor do we plan to obtain, any insurance against the loss of any of these individuals.

The loss of the services of our senior management or technical personnel, including Paul M.

Rady, our Chairman, President and Chief Executive Officer, could have a material adverse effect on our business, financial condition and results of operations.

The loss of the services of our senior management or technical personnel, including Michael N.

Kennedy, our Chief Executive Officer and President, could have a material adverse effect on our business, financial condition and results of operations.

Our officers and employees provide services to both us and Antero Midstream.

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As of December 31, 2025, we have U.S.

federal and state NOL carryforwards of $0.6 billion and $1.9 billion, respectively, and U.S.

federal and state NOL carryforwards of approximately $960 million and $1.9 billion, respectively, and U.S.

federal tax credit carryforwards of $153 million.

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federal and state income tax provisions currently applicable to natural gas and oil exploration and development companies.

Such proposed legislative changes include, but are not limited to, (i) the elimination of the

percentage depletion allowance for oil and natural gas properties, (ii) the elimination of current deductions for intangible drilling and development costs, (iii) an extension of the amortization period for certain geological and geophysical expenditures, (iv) the elimination of certain other tax deductions and relief previously available to oil and natural gas companies and (v) an increase in the U.S.

federal income tax rate applicable to corporations.

It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect.

It is unclear whether any such changes will be enacted and, if enacted, how soon any such

changes could take effect.

Additionally, states in which we operate or own assets may impose new or increased taxes or fees on natural gas and oil extraction.

The passage of any legislation as a result of these proposals and other changes in tax laws or the imposition of new or increased taxes or fees on natural gas and oil extraction could increase our future tax liabilities and adversely affect our operating results and cash flows.

The passage of any such legislation or other changes in tax laws or the imposition of new or increased taxes or fees on natural gas and oil extraction could increase our future tax liabilities and adversely affect our operating results and cash flows.

In addition, the IRA 2022 includes, among other things, a corporate alternative minimum tax (the “CAMT”).

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As a result, our current expectation is that the impact of the CAMT is limited to potential timing differences in future tax years.

Department of the Treasury and the Internal Revenue Service have released proposed regulations and other interpretive guidance relating to the CAMT.

Any significant variance from our current interpretation of such regulations and interpretive guidance could result in a change in our analysis of the application of the CAMT to us and its impact on our operations and cash flows.

The IRA 2022 also imposes a 1% non-deductible excise tax on the fair market value of any stock repurchased by a publicly traded domestic corporation during any taxable year, with the fair market value of such repurchased stock reduced by the fair market value of certain stock issued by such corporation during such taxable year (such excise tax, the “Stock Buyback Tax”).

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The Stock Buyback Tax first applied to our authorized share repurchase program in the year ended December 31, 2023, and will continue to apply in subsequent taxable years.

Department of the Treasury and the Internal Revenue Service have released proposed and final regulations and other interpretive guidance relating to the CAMT and the Stock Buyback Tax.

Any significant variance from our current interpretation of such regulations and interpretive guidance could result in a change in our analysis of the application of the CAMT and the Stock Buyback Tax to us and its impact on our operations and cash flows.

General Risks

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors