19 unchanged sentences
OTHER INFORMATION
+Added: In connection with the HG Acquisition, we entered into a letter agreement with Antero Midstream Partners to, among other things, allocate between the parties certain obligations, liabilities, costs and benefits under the purchase agreement relating to the HG Acquisition and the buyer-side representations and warranties insurance policies.
+Added: A copy of the Letter Agreement is filed as Exhibit 10.29 hereto and is incorporated herein by reference.
+Added: On November 6, 2025 , Michael N.
+Added: Kennedy , our Chief Executive Officer and President and Director , adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K, that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 200,000 shares of the Company’s common stock until December 31, 2026 .
+Added: On November 6, 2025 , Benjamin A Hardesty , our Chairman of the Board, adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K, that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 48,000 shares of the Company’s common stock until December 31, 2026 .
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
24 unchanged sentences
001-36120) filed on June 8, 2023) .
−Removed: Second Amended and Restated Bylaws of Antero Resources Corporation, dated February 14, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K (Commission File No.
−Removed: 0001-36120) filed on February 15, 2023).
−Removed: Indenture related to the 4.25% Convertible Senior Notes due 2026, dated as of August 21, 2020, by and among Antero Resources Corporation, the several guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (Commission File No.
−Removed: 001-36120) filed on August 21, 2020).
−Removed: Form of 4.25% Convertible Senior Note due 2026 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K (Commission File No.
+Added: Third Amended and Restated Bylaws of Antero Resources Corporation, dated August 14, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File No.
001-36120) filed on August 14, 2025).
14 unchanged sentences
001-36120) filed on June 1, 2021).
−Removed: Contribution Agreement, dated as of October 16, 2013, by and between Antero Resources Corporation and Antero
+Added: Base Indenture, dated January 28, 2026, among Antero Resources Corporation and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No.
+Added: 001-36120) filed on January 28, 2026).
+Added: First Supplemental Indenture, dated January 28, 2026, among Antero Resources Corporation and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (Commission File No.
+Added: 001-36120) filed on January 28, 2026) .
Description of Exhibit
−Removed: Resources Midstream LLC (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (Commission File No.
+Added: Contribution Agreement, dated as of October 16, 2013, by and between Antero Resources Corporation and Antero Resources Midstream LLC (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (Commission File No.
001-36120) filed on October 17, 2013).
21 unchanged sentences
001-36120) filed on April 17, 2018).
−Removed: Antero Resources Corporation Long-Term Incentive Plan, effective as of October 1, 2013 (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (Commission File No.
−Removed: 001-36120) filed on October 11, 2013).
Form of Stock Award Grant Notice and Stock Award Agreement (Form for Non-Employee Directors) under the Antero Resources Corporation 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form S-8 (Commission File No.
9 unchanged sentences
001-36120) filed on March 13, 2019).
−Removed: Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Antero Resources Corporation 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly
−Removed: Description of Exhibit
−Removed: Report on Form 10-Q (Commission File No.
+Added: Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Antero Resources Corporation 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (Commission File No.
001-36120) filed on October 28, 2020).
−Removed: Form of Performance Share Unit Grant Notice and Performance Share Unit Agreement under the Antero Resources Corporation 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File No.
−Removed: 001-36120) filed on July 28, 2021).
+Added: Description of Exhibit
Form of Performance Share Unit Grant Notice and Performance Share Unit Agreement under the Antero Resources Corporation 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File No.
001-36120) filed on July 27, 2022).
+Added: Form of Performance Share Unit Grant Notice and Performance Share Unit Agreement under the Amended and Restated Antero Resources Corporation 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File No.
+Added: 001-36120) filed on April 30, 2025).
Amended and Restated Antero Resources Corporation 2020 Long Term Incentive Plan, dated June 5, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No.
2 unchanged sentences
001-36120) filed on July 31, 2024).
−Removed: Antero Resources Corporation Insider Trading Policies .
+Added: Chairman Emeritus Agreement, by and between Antero Resources Corporation, Antero Midstream Corporation and Paul Rady, dated August 14, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No.
+Added: 001-36120) filed on August 14, 2025).
+Added: Antero Resources Corporation Executive Severance Plan, effective September 17, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No.
+Added: 001-36120) filed on September 23, 2025).
+Added: Form of Antero Resources Corporation Executive Severance Plan Participation Agreement.
+Added: Antero Resources Corporation Executive Severance Plan Participation Agreement, by and between Antero Resources Corporation and Paul Rady, dated October 2 , 2025.
+Added: Antero Resources Corporation Summary of Compensation for Non-Employee Directors, effective August 14, 2025 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (Commission File No.
+Added: 001-36120) filed on October 29, 2025).
+Added: Membership Interest Purchase Agreement, by and among HG Energy II LLC, HG Energy II Production Holdings, LLC, HG Energy II Midstream Holdings, LLC, Antero Resources Corporation and Antero Midstream Partners LP, dated as of December 5, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No.
+Added: 001-36120) filed on December 8, 2025).
+Added: Amendment No.
+Added: 1 to the Membership Interest Purchase Agreement, by and among HG Energy II LLC, HG Energy II Production Holdings, LLC, HG Energy II Midstream Holdings, LLC, Antero Resources Corporation and Antero Midstream Partners LP, dated as of December 22 , 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (Commission File No.
+Added: 001-36120) filed on February 3, 2026).
+Added: Purchase and Sale Agreement, among Antero Resources Corporation, Antero Minerals LLC, Monroe Pipeline LLC, Infinity Natural Resources, LLC and Northern Oil and Gas Inc., dated December 5, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No.
+Added: 001-36120) filed on December 8, 2025).
+Added: Letter Agreement, by and between Antero Resources Corporation and Antero Midstream Partners LP, effective as of December 5, 2025.
+Added: Credit Agreement, by and among Antero Resources Corporation, as Borrower, the Lenders party thereto and Royal Bank of Canada, as Administrative Agent, dated February 3 , 2026 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No.
+Added: 001-36120) filed on February 3, 2026).
+Added: Antero Resources Corporation Insider Trading Policies (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K (Commission File No.
+Added: 001-36120) filed on February 12, 2025).
Subsidiaries of Antero Resources Corporation.
11 unchanged sentences
001-36120) filed on February 14, 2024).
+Added: Description of Exhibit
Report of DeGolyer and MacNaughton, dated as of January 13, 2026, for proved reserves as of December 31, 2025.
−Removed: Report of DeGolyer and MacNaughton, dated as of January 17, 2024, for proved reserves as of December 31, 2023 (incorporated by reference to Exhibit 99.1 to the Company’s Annual Report on Form 10-K (Commission File No.
+Added: Report of DeGolyer and MacNaughton, dated as of January 20, 2025, for proved reserves as of December 31, 2024.
+Added: (incorporated by reference to Exhibit 99.1 to the Company’s Annual Report on Form 10-K (Commission File No.
001-36120) filed on February 12, 2025).
6 unchanged sentences
** Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
+Added: *** Certain of the schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: A copy of any omitted schedule or exhibit will be furnished to the U.S.
+Added: Securities and Exchange Commission upon request.
+Added: Certain personally identifiable information has also been omitted from this Exhibit pursuant to Item 601(a)(6) of Regulation S-K.
† Management contract or compensatory plan or arrangement.
1 unchanged sentence
ANTERO RESOURCES CORPORATION
−Removed: /s/ MICHAEL N.
−Removed: Chief Financial Officer and Senior Vice President – Finance
+Added: /s/ Brendan E.
+Added: Chief Financial Officer, Senior Vice President – Finance and Treasurer
February 11, 2026
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 in the capacities and on the dates indicated.
−Removed: Chairman of the Board,
−Removed: Director, President and Chief Executive Officer
+Added: /s/ Michael N.
+Added: Director, Chief Executive Officer and President
February 11, 2026
(principal executive officer)
−Removed: /s/ MICHAEL N.
−Removed: Chief Financial Officer and Senior Vice President – Finance
+Added: /s/ Brendan E.
+Added: Chief Financial Officer, Senior Vice President – Finance and Treasurer
February 11, 2026
4 unchanged sentences
/s/ Benjamin A.
+Added: Chairman of the Board, Director
February 11, 2026
77 unchanged sentences
Current assets:
+Added: Restricted cash
Accounts receivable
2 unchanged sentences
Prepaid expenses
+Added: Current assets held for sale
Other current assets
13 unchanged sentences
Investment in unconsolidated affiliate
+Added: Assets held for sale
Liabilities and Equity
7 unchanged sentences
Deferred revenue, VPP
+Added: Current liabilities held for sale
Other current liabilities
6 unchanged sentences
Deferred revenue, VPP
+Added: Liabilities held for sale
Other liabilities
20 unchanged sentences
Natural gas liquids sales
−Removed: Commodity derivative fair value gains (losses)
−Removed: ( 1,615,836 )
+Added: Commodity derivative fair value gains
Amortization of deferred revenue, VPP
5 unchanged sentences
Production and ad valorem taxes
−Removed: Exploration and mine expenses
General and administrative (including equity-based compensation expense of $ 59,519 , $ 66,462 and $ 60,812 in 2023, 2024 and 2025, respectively)
12 unchanged sentences
Loss on convertible note inducements
−Removed: Total other expense
+Added: Transaction expense
+Added: Total other income (expense)
Income (loss) before income taxes
14 unchanged sentences
Balances, December 31, 2022
−Removed: Equity component of 2026 Convertible Notes, net
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
7 unchanged sentences
Conversion of 2026 Convertible Notes
−Removed: Repurchases and retirements of common stock
Equity-based compensation
3 unchanged sentences
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
−Removed: Conversion of 2026 Convertible Notes
+Added: Repurchases and retirements of common stock
Equity-based compensation
11 unchanged sentences
Depletion, depreciation, amortization and accretion
−Removed: Commodity derivative fair value losses (gains)
+Added: Impairment of property and equipment
+Added: Commodity derivative fair value gains
Settled commodity derivative gains (losses)
−Removed: ( 1,911,065 )
Payments for derivative monetizations
23 unchanged sentences
Additions to other property and equipment
+Added: Acquisitions of oil and gas properties
Proceeds from asset sales
2 unchanged sentences
( 1,140,767 )
+Added: ( 1,077,813 )
Cash flows provided by (used in) financing activities:
1 unchanged sentence
Repayment of senior notes
−Removed: ( 1,027,559 )
Borrowings on Credit Facility
8 unchanged sentences
Net cash provided by (used in) financing activities
−Removed: ( 2,107,730 )
−Removed: Net increase in cash and cash equivalents
−Removed: Cash and cash equivalents, beginning of period
−Removed: Cash and cash equivalents, end of period
+Added: Net increase in cash, cash equivalents and restricted cash
+Added: Cash, cash equivalents and restricted cash, beginning of period
+Added: Cash, cash equivalents and restricted cash, end of period
Supplemental disclosure of cash flow information:
1 unchanged sentence
Increase (decrease) in accounts payable and accrued liabilities for additions to property and equipment
+Added: Increase in other current liabilities for acquisitions of oil and gas properties
See accompanying notes to consolidated financial statements.
11 unchanged sentences
therefore, its net income or loss is equal to its comprehensive income or loss.
−Removed: In the course of preparing our consolidated financial statements for the year ended December 31, 2024, the Company identified an error in the quarterly calculations related to depletion expense of the Company’s proved oil and gas properties.
−Removed: See Note 19—Immaterial Correction of Prior Period Error to the consolidated financial statements for additional information.
Principles of Consolidation
17 unchanged sentences
Distributions received from an equity method investee are recorded as reductions to the carrying value of that investment on the Company’s balance sheet.
−Removed: The Company’s equity in earnings (loss) of unconsolidated affiliate is adjusted for intercompany transactions and the basis differences recognized due to the difference between the cost of the equity method investment in Antero
+Added: The Company’s equity in earnings (loss) of unconsolidated affiliate is adjusted for intercompany transactions and the basis differences recognized due to the difference between the cost of the equity method investment in Antero Midstream and the amount of underlying equity in the net assets of Antero Midstream Partners LP (“Antero Midstream Partners”) from the Company deconsolidation of Antero Midstream Partners as of March 12, 2019.
+Added: Basis difference are amortized into equity in earnings (loss) of unconsolidated affiliate on the Company’s consolidated statements of operations and comprehensive income over the remaining useful lives of the underlying assets and liabilities.
+Added: See Note 5—Equity Method Investments for additional information.
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
−Removed: Midstream and the amount of underlying equity in the net assets of Antero Midstream Partners LP (“Antero Midstream Partners”) from the Company deconsolidation of Antero Midstream Partners as of March 12, 2019.
−Removed: Basis difference are amortized into equity in earnings (loss) of unconsolidated affiliate on the Company’s consolidated statements of operations and comprehensive income over the remaining useful lives of the underlying assets and liabilities.
−Removed: See Note 5—Equity Method Investments to the consolidated financial statements for additional information on equity method investments.
Distributions received from equity method investees are recorded as reductions to the carrying value of the investment on the consolidated balance sheet.
17 unchanged sentences
As of December 31, 2024, the book overdrafts included within accounts payable and revenue distributions payable were $ 14 million and $ 17 million, respectively.
−Removed: As of December 31, 2024, the book overdrafts included within accounts payable and revenue distributions payable were $ 14 million and $ 17 million, respectively.
+Added: As of December 31, 2025, the book overdrafts included within accounts payable and revenue distributions payable were each $ 18 million.
+Added: Restricted Cash
+Added: The Company classifies restricted cash as all cash that is legally or contractually restricted to withdrawal or usage, including amounts deposited in escrow that are restricted from use.
+Added: The Company’s restricted cash is classified as a current asset as of December 31, 2025 because the restriction on such cash was released on February 3, 2026 at the closing of the HG Acquisition.
Oil and Gas Properties
21 unchanged sentences
Depletion expense for oil and gas properties was $ 739 million, $ 754 million and $ 742 million for the years ended December 31, 2023, 2024 and 2025, respectively.
−Removed: Impairment of Long-Lived Assets Other than Oil and Gas Properties
+Added: Other Property and Equipment
+Added: Other property and equipment assets are depreciated using the straight-line method over their estimated useful lives, which range from two to 20 years .
+Added: Depreciation expense for other property and equipment was $ 8 million for each of the years ended December 31, 2023, 2024 and 2025.
+Added: A gain or loss is recognized upon the sale or disposal of other property and equipment.
The Company evaluates its long- lived assets other than oil and gas properties for impairment when events or changes in circumstances indicate that the related carrying values of the assets may not be recoverable.
1 unchanged sentence
If the carrying values of the assets are deemed not recoverable, the carrying values are reduced to the estimated fair values, which are based on discounted future cash flows using assumptions as to revenues, costs and discount rates typical of third-party market participants, which is a Level 3 fair value measurement.
−Removed: In December 2022, the Company commenced a strategic evaluation of the sand mine at which time, such mine was idled.
−Removed: Accordingly, the Company performed an impairment analysis as of December 31, 2022, and recorded impairment expense of $ 48 million.
There were no such impairments for the years ended December 31, 2023, 2024 and 2025.
−Removed: Other Property and Equipment
−Removed: Other property and equipment assets are depreciated using the straight-line method over their estimated useful lives, which range from two to 20 years .
−Removed: Depreciation expense for other property and equipment was $ 4 million, $ 8 million and $ 8 million for the years ended December 31, 2022, 2023 and 2024, respectively.
−Removed: A gain or loss is recognized upon the sale or disposal of other property and equipment.
Debt Issuance Costs
5 unchanged sentences
As of December 31, 2025, the Company had $ 16 million of unamortized debt issuance costs included in other long-term assets, and $ 6 million of unamortized debt issuance costs included as a reduction to long-term debt.
−Removed: The amortization and write-off related to deferred debt issuance costs was $ 4 million for the years ended December 31, 2022, 2023 and 2024.
+Added: The amortization and write-off related to deferred debt issuance costs was $ 4 million, $ 4 million and $ 3 million for the years ended December 31, 2023, 2024 and 2025, respectively.
ANTERO RESOURCES CORPORATION
42 unchanged sentences
When applicable, the costs incurred to transport oil to a purchaser are recorded as Gathering, compression, processing and transportation expense on the Company’s consolidated statements of operations and comprehensive income.
−Removed: (n) Marketing Revenues and Expenses
+Added: Marketing Revenues and Expenses
Marketing revenues are derived from activities to purchase and sell third-party natural gas and NGLs and to market excess firm transportation capacity to third parties.
12 unchanged sentences
Concentrations of Credit Risk
−Removed: The Company’s revenues are derived principally from uncollateralized sales to purchasers in the oil and gas industry or the utilities industry.
−Removed: The concentration of credit risk in two related industries affects the Company’s overall exposure to credit risk because purchasers may be similarly affected by changes in economic and other conditions.
+Added: The Company’s revenues from its exploration and production and marketing reportable segments are derived principally from uncollateralized sales to purchasers in the oil and gas industry or the utilities industry.
+Added: The Company also contracts with the primary processor of its natural gas, MarkWest, to market a portion of the Company’s NGLs, which accounted for approximately 16 % of the Company’s sales for the years ended December 31, 2023 and 2024.
+Added: The concentration of credit risk affects the Company’s overall exposure to credit risk because purchasers may be similarly affected by changes in economic and other conditions.
The Company has not experienced significant credit losses on its receivables.
−Removed: The Company’s sales to Six One Commodities LLC accounted for 12 % for the year ended December 31, 2022.
−Removed: No customer accounted for more than 10% of the Company’s sales for the years ended December 31, 2023 and 2024.
+Added: No customer accounted for more than 10% of the Company’s sales for the years ended December 31, 2023, 2024 and 2025, except MarkWest as disclosed.
The Company is also exposed to credit risk on its commodity derivative portfolio.
Any default by the counterparties to these derivative contracts when they become due could have a material adverse effect on the Company’s financial condition and results of operations.
−Removed: The Company has economic hedges in place with four different counterparties.
−Removed: As of December 31, 2024, the Company did not have any commodity derivative assets with bank counterparties under our Credit Facility.
+Added: The Company has economic hedges in place with eight different counterparties and had derivative assets of $ 81 million with bank counterparties under the Unsecured Credit Facility as of December 31, 2025.
The estimated fair value of commodity derivative assets has been risk-adjusted using a discount rate based upon the respective published credit default swap rates (if available, or if not available, a discount rate based on the applicable Reuters bond rating) as of December 31, 2025 for the counterparty.
9 unchanged sentences
The Company recognizes interest expense related to unrecognized tax benefits in interest expense, net and fines and penalties for tax-related matters as income tax (expense) benefit.
+Added: On July 4, 2025, Public Law No.
+Added: 119-21, commonly referred to as the One Big Beautiful Bill Act (the “OBBB”), was enacted.
+Added: The OBBB contains a broad range of changes to U.S.
+Added: federal income tax laws and makes permanent or modifies certain provisions of Public Law No.
+Added: 115-97, commonly referred to as the Tax Cuts and Jobs Act.
+Added: These changes include, among others, permanently restoring an earnings before interest, taxes, depreciation and amortization expense based business interest deduction limitation, 100% bonus depreciation for certain property and immediate expensing for certain domestic research and experimental expenditures.
+Added: All effects of changes in tax laws are recognized in the consolidated financial statements during the period of enactment.
+Added: As such, the effects of the OBBB are reflected in the Company's provision for income taxes as of and for the year ended December 31, 2025.
+Added: The OBBB did not have a material effect on income tax expense for the year ending December 31, 2025.
Fair Value Measurements
11 unchanged sentences
Management has evaluated how the Company is organized and managed and has identified the following segments:
−Removed: (i) the exploration, development and production of natural gas, NGLs and oil;
−Removed: (ii) marketing and utilization of excess firm transportation capacity;
−Removed: and (iii) midstream services through the Company’s equity method investment in Antero Midstream.
−Removed: See Note 17—Reportable Segments to the consolidated financial statements for additional information.
+Added: (i) the exploration, and production, (ii) marketing and (iii) equity method investment in Antero Midstream.
+Added: See Note 17—Reportable Segments for additional information.
All of the Company’s assets are located in the United States and substantially all of its production revenues are attributable to customers located in the United States.
However, some of the Company’s production revenues are attributable to customers who then transport the Company’s production to foreign countries for resale or consumption.
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
Net Income Per Common Share
1 unchanged sentence
Net income per common share—diluted for each period is computed after giving consideration to the potential dilution from (i) outstanding equity-based awards using the treasury stock method and (ii) shares of common stock issuable upon conversion of the 2026 Convertible Notes using the if-converted method.
−Removed: The Company includes restricted stock unit (“RSU”) awards, performance share unit (“PSU”) awards and stock options in the calculation of diluted weighted average common shares outstanding based on the number of common shares that would be issuable if the end of the period was also the end of the performance period required for the vesting of the awards.
+Added: The Company includes restricted stock unit (“RSU”) awards, PSU awards and stock options in the calculation of diluted weighted average common shares outstanding based on the number of common shares that would be issuable if the end of the period was also the end of the performance period required for the vesting of the awards.
During periods in which the Company incurs a net loss, diluted weighted average common shares outstanding is equal to basic weighted average common shares outstanding because the effects of all equity-based awards and the 2026 Convertible Notes are anti-dilutive.
−Removed: ANTERO RESOURCES CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
The following is a reconciliation of the Company’s income attributable to common stockholders for basic and diluted net income per common share (in thousands):
18 unchanged sentences
(1) The potential dilutive effects of these securities were excluded from the computation of net income per common share—diluted because the inclusion of these securities would have been anti-dilutive.
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
Treasury Stock and Share Retirement
9 unchanged sentences
Compensation cost is recognized ratably over the applicable vesting or service period.
−Removed: Forfeitures are accounted for as they occur by reversing the expense
−Removed: ANTERO RESOURCES CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: previously recognized for awards that were forfeited during the period.
−Removed: See Note 9—Equity-Based Compensation to the consolidated financial statements for additional information
+Added: Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period.
+Added: See Note 9—Equity-Based Compensation for additional information.
Recently Adopted or Issued Accounting Standards
−Removed: Convertible Debt Instruments
−Removed: In August 2020, the FASB issued ASU No.
−Removed: 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , (“ASU 2020-06”) which eliminates the cash conversion model in ASC 470-20, Debt with Conversion and Other Options , that require separate accounting for conversion features, and instead, allows the debt instrument and conversion features to be accounted for as a single debt instrument.
−Removed: It is effective for interim and annual reporting periods beginning after December 31, 2021.
−Removed: The Company adopted the standard effective January 1, 2022 under the modified retrospective transition method, which impacts only the debt instruments outstanding on the adoption date.
−Removed: Upon adoption of this new standard, the Company reclassified $ 24 million, net of deferred income taxes and equity issuance costs, from additional paid-in capital and increased long-term debt by $ 27 million, reduced deferred income tax liability by $ 6 million and reduced accumulated deficit by $ 3 million as of January 1, 2022.
−Removed: Additionally, annual interest expense for the 2026 Convertible Notes beginning January 1, 2022 was based on an effective interest rate of 4.9 % as compared to 15.3 % for the year ended December 31, 2021.
−Removed: In December 2023, the FASB issued ASU No.
−Removed: 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”).
−Removed: ASU 2023-09 is intended to improve income tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items, and disaggregation of income (loss) from continuing operations, income tax (expense) benefit and income taxes paid, net disclosures by federal, state and foreign jurisdictions, among others.
−Removed: This ASU is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted.
−Removed: ASU 2023-09 should be applied on a prospective basis, although retrospective application is permitted.
−Removed: The Company is evaluating the impact that ASC 2023-09 will have on the consolidated financial statements and its plans for adoption, including the adoption date and transition method.
Reportable Segments
3 unchanged sentences
This ASU is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
−Removed: The Company adopted ASU 2023-07 in this Annual Report on Form 10-K for the year ended December 31, 2024, and it did not have a material impact on the Company’s consolidated financial statements.
+Added: The Company adopted ASU 2023-07 in the 2024 Form 10-K for the year ended December 31, 2024, and it did not have a material impact on the Company’s consolidated financial statements.
+Added: In December 2023, the FASB issued ASU No.
+Added: 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”).
+Added: ASU 2023-09 is intended to improve income tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items, and disaggregation of income from continuing operations, income tax (expense) benefit and income taxes paid, net disclosures by federal, state and foreign jurisdictions, among others.
+Added: This ASU is effective for annual reporting periods beginning after December 15, 2024.
+Added: ASU 2023-09 should be applied on a prospective basis, although retrospective application is permitted.
+Added: The Company adopted ASU 2023-09 retrospectively in this Annual Report on Form 10-K for the year ended December 31, 2025, and it did not have a material impact on the Company’s consolidated financial statements.
Disaggregation of Income Statement Expenses
23 unchanged sentences
Following Sixth Street achieving the Hurdle, the Company will receive 85 % of the distributions in respect of the ORRIs to which Sixth Street was entitled immediately prior to the Hurdle being achieved.
−Removed: Drilling Partnerships
+Added: The Company expects the Hurdle be achieved during the first half of 2026.
2021-2024 Drilling Partnership
−Removed: On February 17, 2021, Antero Resources announced the formation of a drilling partnership with QL, an affiliate of Quantum Energy Partners, for the Company’s 2021 through 2024 drilling program .
−Removed: Under the terms of the arrangement, each year in which QL participates represents an annual tranche, and QL will be conveyed a working interest in any wells spud by Antero Resources during such tranche year.
−Removed: For 2021 through 2024, Antero Resources and QL agreed to the estimated IRR of the Company’s capital budget for each annual tranche, and QL agreed to participate in all four annual tranches.
−Removed: Antero Resources develops and manages the drilling program associated with each tranche, including the selection of wells.
−Removed: Additionally, for each annual tranche, Antero Resources and QL will enter into assignments, bills of sale and conveyances pursuant to which QL will be conveyed a proportionate working interest percentage in each well spud in that year, which conveyances will not be subject to any reversion.
−Removed: Under the terms of the arrangement, QL funded development capital of 20 % for wells spud in 2021 and 2024 and 15 % for wells spud in 2022 and 2023, which funding amounts represent QL’s proportionate working interest in such wells.
−Removed: Additionally, we may receive a carry in the form of a one-time payment from QL for each annual tranche if the IRR for such tranche exceeds certain specified returns, which will be determined no earlier than October 31 and no later than December 1 following the end of each tranche year.
−Removed: We received a carry of $ 29 million for each of the 2021 and 2022 tranches during the years ended December 31, 2022 and 2023 and a carry of $ 32 million for the 2023 tranche during the year ended December 31, 2024.
−Removed: Capital costs in excess of, and cost savings below, a specified percentage of budgeted amounts for each annual tranche will be for Antero Resources’ account.
+Added: On February 17, 2021, the Company announced the formation of a drilling partnership with QL, an affiliate of Quantum Energy Partners, for the Company’s 2021 through 2024 drilling program .
+Added: Under the terms of the arrangement, each year in which QL participated represented an annual tranche, and QL was conveyed a working interest in any wells spud by the Company during such tranche year.
+Added: For 2021 through 2024, the Company and QL agreed to the estimated IRR of the Company’s capital budget for each annual tranche, and QL agreed to participate in all four annual tranches.
+Added: The Company developed and managed the drilling program associated with each tranche, including the selection of wells.
+Added: Additionally, for each annual tranche, the Company and QL entered into assignments, bills of sale and conveyances pursuant to which QL was conveyed a proportionate working interest percentage in each well spud in that year, which conveyances are not subject to any reversion.
+Added: Capital costs in excess of, and cost savings below, a specified percentage of budgeted amounts for each annual tranche were for the Company’s account.
Subject to the preceding sentence, for any wells included in a tranche, QL is obligated and responsible for its working interest share of costs and liabilities, and is entitled to its working interest share of revenues, associated with such wells for the life of such wells.
+Added: Under the terms of the arrangement, QL funded development capital of 20 % for wells spud in 2021 and 2024, 15 % for wells spud in 2022 and 2023, which funding amounts represented QL’s proportionate working interest in such wells.
+Added: Additionally, the Company may receive a carry in the form of a one-time payment from QL for each annual tranche if the IRR for such tranche exceeded certain specified returns, which will be determined no earlier than October 31 and no later than December 1 following the end of each tranche year.
+Added: The Company received a total carry of $ 117 million for the 2021-2024 Drilling Partnership, including $ 29 million, $ 32 million and $ 27 million during the years ended December 31, 2023, 2024 and 2025, respectively.
ANTERO RESOURCES CORPORATION
1 unchanged sentence
The Company has accounted for the 2021-2024 Drilling Partnership as a conveyance under ASC 932 and such conveyances are recorded in the consolidated financial statements as QL obtains its proportionate working interest in each well.
−Removed: No gain or loss was recognized for the interests conveyed during the years ended December 31, 2022, 2023 and 2024.
+Added: No gain or loss was recognized for any of the interests conveyed to QL during the term of the 2021-2024 Drilling Partnership.
2025 Drilling Partnership
−Removed: On December 11, 2024, we entered into a drilling partnership with an unaffiliated third-party.
−Removed: Under the terms of the arrangement, the third-party will participate in and fund a share of total development capital expenses for wells spud by Antero during the 2025 calendar year.
+Added: On December 11, 2024, the Company entered into a drilling partnership with an unaffiliated third-party.
+Added: Under the terms of the arrangement, the third-party will participate in and fund a share of total development capital expenses for wells spud by the Company during the 2025 calendar year.
For each well spud during the 2025 calendar year, the third-party will receive a 15 % working interest in such wells and will fund greater than 15 % of total development capital expenses for such wells.
Subject to the preceding sentence, for any wells spud in the calendar year 2025, the third-party is obligated and responsible for its working interest share of costs and liabilities, and is entitled to its working interest share of revenues, associated with such wells for the life of such wells.
−Removed: Additionally, for each well in the partnership, we will enter into an assignment, bill of sale and conveyance pursuant to which the third-party will be conveyed a proportionate working interest percentage in such well, which conveyances will not be subject to any reversion.
+Added: Additionally, for each well in the partnership, the Company will enter into an assignment, bill of sale and conveyance pursuant to which the third-party will be conveyed a proportionate working interest percentage in such well, which conveyances will not be subject to any reversion.
+Added: The Company has accounted for the 2025 Drilling Partnership as a conveyance under ASC 932 and such conveyances are recorded in the consolidated financial statements as the third-party obtains its proportionate working interest in each well.
+Added: No gain or loss was recognized for any of the interests conveyed during the year ended December 31, 2025.
+Added: Asset Acquisitions
+Added: During the year ended December 31, 2025, the Company acquired additional working and royalty interests in certain Antero-operated producing wells for a total of approximately $ 260 million, before closing adjustments.
+Added: The Company accounted for these transactions as asset acquisitions and as such, substantially all of the cash consideration was allocated to proved properties in the consolidated balance sheets.
+Added: HG Acquisition
+Added: On December 5, 2025, the Company entered into a definitive agreement to acquire 100 % of the issued and outstanding equity interests of HG Production for total cash consideration of $ 2.8 billion, subject to the term and conditions thereof.
+Added: The HG Acquisition includes approximately 385,000 net acres in the core of the Marcellus Shale in West Virginia.
+Added: Pursuant to the same agreement, Antero Midstream Partners agreed to acquire 100 % of the issued and outstanding equity interests of HG Midstream for cash consideration of $ 1.1 billion, subject to the terms and conditions thereof.
+Added: The HG Midstream Acquisition includes gathering pipelines and integrated water handling assets in the core of the Marcellus Shale in West Virginia.
+Added: In connection with the Company’s entry into the definitive purchase agreement, the Company and Antero Midstream agreed to allocate between the parties certain benefits and costs under the agreement and the buyer-side representations and warranties insurance policies.
+Added: On December 8, 2025, the Company deposited $ 210 million into escrow to be credited towards the cash consideration payable at the closing of the HG Acquisition, which is classified as restricted cash on the Company’s consolidated balance sheets as of December 31, 2025.
+Added: These acquisitions closed on February 3, 2026, with effective dates of January 1, 2026.
+Added: The Company intends to make certain modifications to its existing commercial arrangements with Antero Midstream to provide for on-pad compression with respect to certain wells and to provide a transition period through 2026 before certain water services would be provided under the Company’s existing agreements with Antero Midstream.
+Added: The disclosure of certain financial information required by FASB ASC Topic 805, Business Combinations , has been omitted as it is impracticable to provide such information due to the timing of the closing of the HG Acquisition and issuance of the Company’s consolidated financial statements.
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: (e) Utica Shale Divestiture
+Added: On December 5, 2025, the Company entered into a purchase and sale agreement with the Buyer Parties to sell the Company’s Utica Shale Properties, for aggregate cash consideration of $ 800 million, subject to the terms and conditions thereof.
+Added: The Utica Shale Properties include approximately 80,000 gross ( 70,000 net) acres located in Ohio and proved reserves of approximately 600 Bcfe as of December 31, 2025.
+Added: The Utica Shale Divestiture is expected to close in February 2026, with an effective date of July 1, 2025, subject to the satisfaction of certain customary closing conditions.
+Added: The Utica Shale Properties and its associated assets and liabilities have been classified as held for sale as of December 31, 2025 on the Company’s consolidated balance sheets, which relate to the Company’s exploration and production reportable segment.
+Added: The Utica Shale Divestiture does not qualify as a discontinued operation under FASB ASC Topic 205, Presentation of Financial Statements , as it does not represent a strategic shift that will have a major effect on the Company's operations or financial results.
+Added: The following table sets forth the carrying value of the Utica Shale Properties assets and liabilities held for sale (in thousands):
+Added: December 31, 2025
+Added: Current assets:
+Added: Accounts receivable
+Added: Accrued revenue
+Added: Other current assets
+Added: Long-term assets:
+Added: Unproved properties
+Added: Proved properties
+Added: Gathering systems and facilities
+Added: Other property and equipment
+Added: Less accumulated depletion, depreciation and amortization
+Added: Property and equipment, net
+Added: Operating leases right-of-use assets (1)
+Added: Current liabilities:
+Added: Accounts payable
+Added: Accounts payable, related parties
+Added: Accrued liabilities
+Added: Revenue distributions payable
+Added: Short-term lease liabilities
+Added: Long-term liabilities:
+Added: Long-term lease liabilities
+Added: Other liabilities
+Added: (1) Substantially all of these operating leases right-of-use-assets relate to a gas gathering line and compressors station with Antero Midstream.
+Added: See Note 12— Leases for additional information.
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
Disaggregation of Revenue
The table set forth below presents revenue disaggregated by type and reportable segment to which it relates (in thousands).
−Removed: See Note 17—Reportable Segments to the consolidated financial statements for additional information on reportable segments.
+Added: See Note 17—Reportable Segments for additional information on reportable segments.
Year Ended December 31,
11 unchanged sentences
Total revenue from contracts with customers
−Removed: Income (loss) from derivatives, deferred revenue and other sources, net
−Removed: ( 1,573,071 )
+Added: Income from derivatives, deferred revenue and other sources, net
Total revenue
Transaction Price Allocated to Remaining Performance Obligations
−Removed: For the Company’s product sales that have a contract term greater than one year, the Company utilized the practical expedient in ASC 606, Revenue from Contracts with Customers (“ASC 606”), which does not require the disclosure of the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation.
+Added: For the Company’s product sales that have a contract term greater than one year, the Company utilized the practical expedient in FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), which does not require the disclosure of the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation.
Under the Company’s product sales contracts, each unit of product delivered to the customer represents a separate performance obligation;
12 unchanged sentences
Balance as of December 31, 2023
+Added: Additional investments (1)
Equity in earnings of unconsolidated affiliate
2 unchanged sentences
Balance as of December 31, 2024 (2)
−Removed: Additional investments (2)
Equity in earnings of unconsolidated affiliate
2 unchanged sentences
Balance as of December 31, 2025 (2)
−Removed: (1) The fair value of the Company’s investment in Antero Midstream as of December 31, 2023 and 2024 was $ 1.7 billion and $ 2.1 billion, respectively, based on the quoted market share price of Antero Midstream.
(1) During the year ended December 31, 2024, the Company received 0.1 million additional shares of Antero Midstream common stock as part of a judgment in a legal proceeding with an unaffiliated third-party.
+Added: (2) The fair value of the Company’s investment in Antero Midstream as of December 31, 2024 and 2025 was $ 2.1 billion and $ 2.5 billion, respectively, based on the quoted market share price of Antero Midstream.
(b) Summarized Financial Information of Antero Midstream
21 unchanged sentences
General and administrative expense
−Removed: Derivative settlements payable
+Added: Contingencies and other
Total accrued liabilities
1 unchanged sentence
Long-term debt consisted of the following items (in thousands):
−Removed: Credit Facility (a)
−Removed: 8.375 % senior notes due 2026 (c)
−Removed: 7.625 % senior notes due 2029 (d)
−Removed: 5.375 % senior notes due 2030 (e)
−Removed: 4.25 % convertible senior notes due 2026 (f)
+Added: Credit Facility
+Added: 8.375 % senior notes due 2026
+Added: 7.625 % senior notes due 2029
+Added: 5.375 % senior notes due 2030
Total principal
8 unchanged sentences
As of December 31, 2025, the Unsecured Credit Facility had lender commitments of $ 1.65 billion and available borrowing capacity of $ 1.2 billion.
−Removed: The Unsecured Credit Facility matures on July 30, 2029 (the “Maturity Date”), provided that Antero Resources may request two one-year extensions of the Maturity Date, subject to satisfaction of certain conditions and consent of the extending lenders.
+Added: The Unsecured Credit Facility was originally scheduled to mature on July 30, 2029 (the “Maturity Date”);
+Added: however, Antero Resources may request two one-year extensions of the Maturity Date, subject to satisfaction of certain conditions and consent of the extending lenders.
+Added: Effective July 30, 2025, Antero Resources obtained the consent of each of the lenders party to the Unsecured Credit Facility to extend the Maturity Date to July 30, 2030.
Commitments under the Unsecured Credit Facility may be increased by up to $ 500 million subject to the agreement of Antero Resources, the increasing lenders, and with respect to the addition of new lenders, the consent of the Administrative Agent under the Unsecured Credit Facility and the lenders with commitments to issue letters of credit under the Unsecured Credit Facility.
15 unchanged sentences
As of December 31, 2024, Antero Resources had an outstanding balance under the Unsecured Credit Facility of $ 393 million, with a weighted average interest rate of 5.9 %, and outstanding letters of credit of $ 13 million.
+Added: As of December 31, 2025, Antero Resources had an outstanding balance under the Unsecured Credit Facility of $ 439 million, with a weighted average interest rate of 5.3 %, and outstanding letters of credit of $ 12 million.
Senior Secured Revolving Credit Facility
1 unchanged sentence
Borrowings were secured by substantially all of the assets of Antero Resources and certain of its subsidiaries, were subject to borrowing base limitations based on the collateral value of Antero Resources’ assets and were subject to regular semi-annual redeterminations.
−Removed: As of December 31, 2023, the Secured Credit Facility had a borrowing base of $ 3.5 billion with lender commitments of $ 1.6 billion.
−Removed: The borrowing base was re-affirmed in the semi-annual redetermination in April 2024.
The Secured Credit Facility was refinanced in full and terminated upon the closing of the Unsecured Credit Facility on July 30, 2024.
−Removed: The Secured Credit Facility contained requirements with respect to leverage and current ratios, and certain covenants, including restrictions on our ability to incur debt and limitations on our ability to pay dividends unless certain customary conditions are met, in each case, subject to customary carve-outs and exceptions.
−Removed: Antero Resources was in compliance with all of the financial covenants under the Secured Credit Facility as of December 31, 2023.
The Secured Credit Facility provided for borrowing at either an Adjusted Term SOFR, an Adjusted Daily Simple SOFR or an Alternate Base Rate, in each case, plus an Applicable Margin (each as defined in the Secured Credit Facility).
4 unchanged sentences
The Secured Credit Facility included fall away covenants, lower interest rates and reduced collateral requirements that Antero Resources could elect if Antero Resources was assigned an Investment Grade Rating (as defined in the Secured Credit Facility).
−Removed: As of December 31, 2023, Antero Resources had an outstanding balance under the Secured Credit Facility of $ 417 million, with a weighted average interest rate of 7.71 %, and outstanding letters of credit of $ 501 million.
ANTERO RESOURCES CORPORATION
1 unchanged sentence
8.375 % Senior Notes Due 2026
−Removed: On December 21, 2016, Antero Resources issued $ 600 million of 5.00 % senior notes due March 1, 2025 (the “2025 Notes”) at par .
−Removed: The Company repurchased or otherwise redeemed all of the 2025 Notes between 2020 and the first quarter of 2022, and the 2025 Notes were fully retired as of March 1, 2022.
−Removed: Interest on the 2025 Notes was payable on March 1 and September 1 of each year.
−Removed: See “—Debt Repurchase Program” below for more information.
−Removed: 8.375 % Senior Notes Due 2026
−Removed: On January 4, 2021, Antero Resources issued $ 500 million of 8.375 % senior notes due July 15, 2026 (the “2026 Notes”) at par .
−Removed: The Company redeemed $ 175 million principal amount of the 2026 Notes on July 1, 2021 and redeemed or otherwise repurchased $ 228 million principal amount of the 2026 Notes during the year ended December 31, 2022, and as of December 31, 2024, $ 97 million principal amount of the 2026 Notes remained outstanding.
−Removed: See “—Debt Repurchase Program” below for more information.
−Removed: The 2026 Notes are unsecured and rank pari passu to Antero Resources’ Unsecured Credit Facility and other outstanding senior notes.
−Removed: As of July 30, 2024, the 2026 Notes are not guaranteed by any of Antero Resources’ subsidiaries.
−Removed: Interest on the 2026 Notes is payable on January 15 and July 15 of each year.
−Removed: Antero Resources may redeem all or part of the 2026 Notes at any time at redemption prices ranging from 104.188 % as of December 31, 2024 to 100.00 % on or after January 15, 2026.
−Removed: If Antero Resources undergoes a change of control followed by a rating decline, the holders of the 2026 Notes will have the right to require Antero Resources to repurchase all or a portion of the notes at a price equal to 101 % of the principal amount of the 2026 Notes, plus accrued and unpaid interest.
+Added: On January 4, 2021, Antero Resources issued $ 500 million of 8.375 % senior notes due July 15, 2026 at par .
+Added: The Company redeemed $ 175 million principal amount of the 2026 Notes on July 1, 2021 and redeemed or otherwise repurchased $ 228 million principal amount of the 2026 Notes during the year ended December 31, 2022.
+Added: On March 5, 2025, the Company redeemed the remaining $ 97 million principal amount of the 2026 Notes at 102.094 % of the principal amount thereof, plus accrued and unpaid interest, and the 2026 Notes were fully retired on such date.
+Added: Interest on the 2026 Notes was payable on January 15 and July 15 of each year.
7.625 % Senior Notes Due 2029
−Removed: On January 26, 2021, Antero Resources issued $ 700 million of 7.625 % senior notes due February 1, 2029 (the “2029 Notes”) at par.
−Removed: The Company redeemed or otherwise repurchased $ 116 million principal amount of the 2029 Notes during the year ended December 31, 2021 and repurchased $ 177 million of the 2029 Notes during the year ended December 31, 2022, and as of December 31, 2024, $ 407 million principal amount of the 2029 Notes remained outstanding.
−Removed: See “—Debt Repurchase Program” below for more information.
+Added: On January 26, 2021, Antero Resources issued $ 700 million of 7.625 % senior notes due February 1, 2029 at par.
+Added: The Company redeemed or otherwise repurchased $ 293 million principal amount of the 2029 Notes during 2021 and 2022.
+Added: During the year ended December 31, 2025, the Company repurchased $ 42 million principal amount of the 2029 Notes through open market transactions at a weighted average price of approximately 103 % of the principal amount thereof, plus accrued and unpaid interest.
+Added: As of December 31, 2025, $ 365 million principal amount of the 2029 Notes remained outstanding.
The 2029 Notes are unsecured and rank pari passu to Antero Resources’ Unsecured Credit Facility and other outstanding senior notes.
8 unchanged sentences
Interest on the 2030 Notes is payable on March 1 and September 1 of each year.
−Removed: Antero Resources may redeem all or part of the 2030 Notes at any time on or after March 1, 2025 at redemption prices ranging from 102.688 % on or after March 1, 2025 to 100.00 % on or after March 1, 2028.
−Removed: In addition, on or before March 1, 2025, Antero Resources may redeem up to 35 % of the aggregate principal amount of the 2030 Notes, but in an amount not greater than the net cash proceeds of certain equity offerings, if certain conditions are met, at a redemption price of 105.375 % of the principal amount of the 2030 Notes, plus accrued and unpaid interest.
−Removed: At any time prior to March 1, 2025, Antero Resources may also redeem the 2030 Notes, in whole or in part, at a price equal to 100 % of the principal amount of the 2030 Notes plus a “make-whole” premium and accrued and unpaid interest.
+Added: Antero Resources may redeem all or part of the 2030 Notes at any time at redemption prices ranging from 102.688 % as of December 31, 2025 to 100.00 % on or after March 1, 2028.
If Antero Resources undergoes a change of control followed by a rating decline, the holders of the 2030 Notes will have the right to require Antero Resources to repurchase all or a portion of the notes at a price equal to 101 % of the principal amount of the 2030 Notes, plus accrued and unpaid interest.
−Removed: ANTERO RESOURCES CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
4.25 % Convertible Senior Notes Due 2026
4 unchanged sentences
The Company extinguished $ 206 million principal amount of the 2026 Convertible Notes in 2021.
−Removed: In addition, during 2022 through 2024, $ 81 million aggregate principal amount of the 2026 Convertible Notes were converted pursuant to their terms or induced into conversion by the Company, and as of December 31, 2024, no 2026 Convertible Notes remained outstanding.
+Added: In addition, between 2022 and 2024, $ 81 million aggregate principal amount of the 2026 Convertible Notes were converted pursuant to their terms or induced into conversion by the Company, and as of March 14, 2024, no 2026 Convertible Notes remained outstanding.
See “—Conversions and Inducements,” for more information.
3 unchanged sentences
Upon conversion, Antero Resources could satisfy its conversion obligation by paying and/or delivering, as the case may be, cash, shares of Antero Resources’ common stock or a combination of cash and shares of Antero Resources’ common stock, at Antero Resources’ election, in the manner and subject to the terms and conditions provided in the indenture governing the 2026 Convertible Notes.
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
Conversions and Inducements
During the year ended December 31, 2023, $ 9 million aggregate principal amount of the 2026 Convertible Notes were converted pursuant to their terms, and an additional $ 21 million aggregate principal amount of the 2026 Convertible Notes were induced into conversion by the Company.
−Removed: The Company elected to settle these conversions by issuing approximately 6 million shares of common stock to the noteholders together with a cash inducement premium of $ 0.2 million.
−Removed: During the year ended December 31, 2023, $ 9 million aggregate principal amount of the 2026 Convertible Notes were converted pursuant to their terms, and an additional $ 21 million aggregate principal amount of the 2026 Convertible Notes were induced into conversion by the Company.
The Company elected to settle these conversions by issuing 7 million shares of common stock to the noteholders together with a cash inducement premium of $ 0.4 million.
3 unchanged sentences
The Company elected to settle these conversions by issuing 6 million shares of common stock to the noteholders.
−Removed: Debt Repurchase Program
−Removed: During the year ended December 31, 2022, the Company redeemed or repurchased through its previously disclosed tender offer and open market transactions (i) the remaining $ 585 million aggregate principal amount of its 2025 Notes at a redemption price of 101.25 % of the principal amount thereof, plus accrued and unpaid interest, (ii) $ 228 million aggregate principal amount of its 2026 Notes at a weighted average redemption price of 109 % of the principal amount thereof, plus accrued and unpaid interest and (iii) $ 177 million aggregate principal amount of its 2029 Notes at a weighted average redemption price of 106 % of the principal amount thereof, plus accrued and unpaid interest.
−Removed: For such redemptions and repurchases, the Company recognized a $ 46 million loss on early extinguishment of debt.
−Removed: There were no debt redemptions or repurchases during the years ended December 31, 2023 and 2024.
+Added: In connection with the signing of the HG Acquisition, the Company entered into a debt commitment letter dated December 5, 2025 with Royal Bank of Canada, RBC Capital Markets and JPMorgan Chase Bank, N.A.
+Added: (collectively, the “Banks”), pursuant to which the Banks committed, subject to satisfaction of certain customary terms and conditions, to provide the Company with an unsecured 364 -day term loan facility in an aggregate principal amount of $ 800 million (the “Term Loan Bridge Facility”) and an unsecured 3 -year term loan facility in an aggregate principal amount of $ 1.5 billion (the “Term Loan A Facility”).
+Added: As of December 31, 2025, the Company had not entered into definitive agreements with respect to either of the Term Loan Bridge Facility or the Term Loan A Facility.
+Added: In connection with the issuance of the 2036 Notes, Antero Resources and the Banks terminated the commitments with respect to the Term Loan Bridge Facility.
+Added: Subsequent Events
+Added: Issuance of 2036 Notes
+Added: On January 28, 2026, Antero Resources issued $ 750 million of 5.400 % senior notes due February 1, 2036 (the “2036 Notes”) at a price of 99.869 % of par.
+Added: Interest on the 2036 Notes is payable on February 1 and August 1 of each year, commencing August 1, 2026.
+Added: The 2036 Notes are unsecured and rank pari passu to Antero Resources’ Unsecured Credit Facility, Term Loan A Facility and other outstanding senior notes.
+Added: The 2036 Notes are not guaranteed by any of Antero Resources’ subsidiaries.
+Added: Prior to November 1, 2035 (the “Par Call Date”), Antero Resources may redeem all or part of the 2036 Notes at any time at a redemption price equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2036 Notes mature on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the indenture governing the 2036 Notes) plus 20 basis points less (b) interest accrued to the date of redemption, and (ii) 100 % of the principal amount of the 2036 Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date.
+Added: On or after the Par Call Date, Antero Resources may redeem the 2036 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100 % of the principal amount of the 2036 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
+Added: On February 3, 2026, substantially concurrently with the consummation of the HG Acquisition, Antero Resources entered into the Term Loan A Facility with the Banks.
+Added: Borrowings are unsecured and are not guaranteed by any of Antero Resources’ subsidiaries.
+Added: The proceeds of the loans made under the Term Loan A Facility were used to (i) finance a portion of the consideration for the HG Acquisition and (ii) to pay fees and expenses incurred in connection with the transactions related thereto.
+Added: On February 3, 2026, Antero Resources borrowed $ 1.5 billion in a single borrowing to partially fund the HG Acquisition.
+Added: The Term Loan A Facility is scheduled to mature on February 3, 2029.
+Added: The Term Loan A Facility contains the same financial covenant as our Unsecured Credit Facility requiring Antero Resources to maintain a ratio on a consolidated basis of total indebtedness to capitalization of 65 % or less at the end of each fiscal quarter and other affirmative and negative covenants applicable to Antero Resources that are customary for credit facilities of this type, including, among other things, limitations on:
+Added: fundamental changes such as mergers, consolidations, liquidations and dissolutions;
+Added: certain indebtedness;
+Added: restricted payments such as dividends, distributions and equity repurchases;
+Added: and material non-arms’-length transactions with its affiliates.
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
+Added: The Term Loan A Facility provides for borrowings at Term SOFR or an Alternate Base Rate at our option, in each case, plus an Applicable Rate (each, as defined in the Term Loan A Facility).
+Added: There is a 0.10 % credit adjustment spread on SOFR and a 0.00 % floor.
+Added: The Term Loan A Facility does not amortize.
+Added: Interest under the Term Loan A Facility is payable at a variable rate based on SOFR or the Alternate Base Rate, determined by election at the time of borrowing and at the end of each applicable interest period in respect of a borrowing, plus an Applicable Rate.
+Added: The Applicable Rate is determined with reference to Antero Resources’ then-current senior unsecured long-term debt rating, ranging from 1.125 % to 2.00 % for Term SOFR loans.
+Added: Notice of Redemption of 2029 Notes
+Added: On February 9, 2026, the Company notified the holders of the 2029 Notes of the Company’s intent to redeem all $ 365 million aggregate principal amount of the 2029 Notes on February 24, 2026, subject to certain conditions, including the closing of the Utica Shale Divestiture, at a redemption price of 101.271 %, plus accrued and unpaid interest.
(8) Asset Retirement Obligations
7 unchanged sentences
Revisions to prior estimates
+Added: Liabilities classified as held for sale
Ending balance
−Removed: Revisions to prior estimates during the years ended December 31, 2023 and 2024 were primarily due to increases or decreases, respectively, in estimated well lives.
+Added: Revisions to prior estimates during the year ended December 31, 2024 was primarily due to decreased estimated well lives.
+Added: Revisions to prior estimates during the year ended December 31, 2025 was primarily related to increased future plugging and abandonment cost estimates, partially offset by increased estimated well lives.
Asset retirement obligations are included in other liabilities on the Company’s consolidated balance sheets.
10 unchanged sentences
A total of 10,415,568 shares were available for future grant under the Amended AR LTIP as of December 31, 2025.
−Removed: Antero Midstream Partners’ general partner was authorized to grant up to 10,000,000 common units representing limited partner interests in Antero Midstream Partners under the Antero Midstream Partners LP Long-Term Incentive Plan (the “AMP Plan”) to non-employee directors of its general partner and certain officers, employees, and consultants of Antero Midstream Partners and its affiliates (which includes Antero Resources).
−Removed: Antero Resources deconsolidated Antero Midstream Partners on March 12, 2019, and on such date, each outstanding phantom unit award under the AMP Plan, was assumed by Antero Midstream and converted into 1.8926 RSUs (all such RSUs, the “Converted AM RSU Awards”) under the Antero Midstream Corporation Long Term Incentive Plan (the “AM Plan”).
−Removed: Each RSU award under the AM Plan represented a right to receive one share of Antero Midstream common stock.
−Removed: As of December 31, 2024, all Converted AM RSU Awards were fully vested.
ANTERO RESOURCES CORPORATION
2 unchanged sentences
Year Ended December 31,
−Removed: Converted AM RSU Awards (1)
Equity awards issued to directors
Total expense
−Removed: (1) Antero Resources recognized compensation expense for equity awards granted under both the 2013 Plan and the AMP Plan because the awards under the AMP Plan are accounted for as if they are distributed by Antero Midstream Partners to Antero Resources.
−Removed: Antero Resources allocates a portion of equity-based compensation expense related to grants prior to March 13, 2019 (date of deconsolidation) to Antero Midstream Partners based on its proportionate share of Antero Resources’ labor costs.
−Removed: As of December 31, 2023, all Converted AM RSU Awards were fully vested, and there is no remaining unamortized expense attributable to these awards.
The total fair value of the Company’s vested equity awards for the years ended December 31, 2023, 2024 and 2025 were $ 75 million, $ 74 million and $ 74 million, respectively.
12 unchanged sentences
Performance Share Unit Awards Based on Total Shareholder Return
−Removed: In 2019, the Company granted PSUs to certain of its employees and executive officers that vested based on Antero Resources’ absolute TSR, with target payout achieved if the price per share of Antero Resources’ common stock reaches 125 % of the beginning price (as defined in the award agreement) at the end of a three-year performance period (“2019 Absolute TSR PSUs”).
−Removed: The number of shares of common stock which could ultimately be earned ranged from zero to 200 % of the PSUs granted.
−Removed: Expense related to these PSUs was recognized on a straight-line basis over three years .
−Removed: During the year ended December 31, 2022, the market-based performance condition for the 2019 Absolute TSR PSUs was met at 200 % of target and were converted into approximately 2 million shares of common stock.
−Removed: In 2020, the Company granted PSU awards to certain of its executive officers that vested based on Antero Resources’ absolute TSR determined as of the last day of each of three one-year performance periods ending on April 15, 2021, April 15, 2022 and April 15, 2023, and one cumulative three-year performance period ending on April 15, 2023, in each case, subject to the executive
−Removed: ANTERO RESOURCES CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: officer’s continued employment through April 15, 2023 (“2020 Absolute TSR PSUs”).
+Added: In 2020, the Company granted PSU awards to certain of its executive officers that vested based on Antero Resources’ absolute total shareholder return (“TSR”) determined as of the last day of each of three one-year performance periods ending on April 15, 2021, April 15, 2022 and April 15, 2023, and one cumulative three-year performance period ending on April 15, 2023, in each case, subject to the executive officer’s continued employment through April 15, 2023 (“2020 Absolute TSR PSUs”).
The number of shares of common stock that could ultimately be earned following the end of the cumulative three-year performance period ranged from zero to 150 % of the target number of PSUs granted.
2 unchanged sentences
During the year ended December 31, 2023, the 2020 Absolute TSR PSUs vested at 112 % of target for all four performance periods and were converted into approximately 0.2 million shares of common stock.
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
Additionally, in 2020, the Company granted PSUs to certain of its executive officers that vested based on Antero Resources’ TSR relative to the TSR of certain peer companies determined as of the last day of each of three one-year performance periods ending on April 15, 2021, April 15, 2022, and April 15, 2023, and one cumulative three-year performance period ending on April 15, 2023, in each case, subject to the executive officer’s continued employment through April 15, 2023 (“2020 Relative TSR PSUs”).
5 unchanged sentences
The number of shares of common stock that may ultimately be earned following the end of the cumulative three-year performance period with respect to the 2021 Absolute TSR PSUs ranges from zero to 200 % of the target number of 2021 Absolute TSR PSUs originally granted.
−Removed: Expense related to these PSUs is recognized on a graded-vested basis over the term of each performance period.
+Added: Expense related to these PSUs was recognized on a graded-vested basis over the term of each performance period.
The performance condition for the performance period ended April 15, 2023 was not met, and as a result, no vesting for this award tranche was achieved.
1 unchanged sentence
In 2022, the Company granted PSU awards to certain of its senior management and executive officers that vest based on Antero Resources’ absolute TSR determined as of the last day of each of three one-year performance periods ending on April 15, 2023, April 15, 2024 and April 15, 2025, and one cumulative three-year performance period ending on April 15, 2025, in each case, subject to certain continued employment criteria (“2022 Absolute TSR PSUs”).
−Removed: The number of shares of common stock that may ultimately be earned following the end of the cumulative three-year performance period with respect to the 2022 Absolute TSR PSUs ranges from zero to 200 % of the target number of 2022 Absolute TSR PSUs originally granted.
−Removed: Expense related to these PSUs is recognized on a graded-vested basis over the term of each performance period.
−Removed: The performance condition for the performance period ended April 15, 2023 was not met, and as a result, no vesting for this award tranche was achieved.
−Removed: The performance condition for the performance period ended April 15, 2024 was met, and 200 % of target for this award tranche was achieved.
+Added: The number of shares of common stock that could ultimately be earned following the end of the cumulative three-year performance period with respect to the 2022 Absolute TSR PSUs ranged from zero to 200 % of the target number of 2022 Absolute TSR PSUs originally granted.
+Added: Expense related to these PSUs was recognized on a graded-vested basis over the term of each performance period.
+Added: The performance conditions for the performance periods ended April 15, 2023, 2024 and 2025 were met cumulatively at 110 % of target.
+Added: During the year ended December 31, 2025, the 2022 Absolute TSR PSUs vested and converted into approximately 0.2 million shares of common stock.
Additionally, in 2022, the Company granted PSU awards to certain of its senior management and executive officers that vest based on Antero Resources’ absolute TSR determined as of the last day of each of three one-year performance periods ending on December 31, 2023, December 31, 2024 and December 31, 2025, and one cumulative three-year performance period ending on December 31, 2025, in each case, subject to certain continued employment criteria (“Special 2022 Absolute TSR PSUs”).
The number of shares of common stock that may ultimately be earned following the end of the cumulative three-year performance period with respect to the Special 2022 Absolute TSR PSUs ranges from zero to 200 % of the target number of Special 2022 Absolute TSR PSUs originally granted.
−Removed: Expense related to these PSUs is recognized on a graded-vested basis over the term of each performance period.
−Removed: The performance condition for the performance period ended December 31, 2023 was not met, and as a result, no vesting for this award tranche was achieved.
−Removed: The performance condition for the performance period ended December 31, 2024 was met, and 200 % of target for this award tranche was achieved.
+Added: Expense related to these PSUs was recognized on a graded-vested basis over the term of each performance period.
+Added: The performance conditions for the performance periods ended December 31, 2023, 2024 and 2025 were met cumulatively at 82 % of target.
+Added: During the first quarter of 2026, the Special 2022 Absolute TSR PSUs will vest and convert into approximately 0.1 million shares of common stock.
In 2023, the Company granted PSU awards to certain of its senior management and executive officers that vest based on Antero Resources’ absolute TSR determined as of the last day of each of three one-year performance periods ending on March 7, 2024, March 7, 2025 and March 7, 2026, and one cumulative three-year performance period ending on March 7, 2026, in each case, subject to certain continued employment criteria (“2023 Absolute TSR PSUs”).
1 unchanged sentence
Expense related to these PSUs is recognized on a graded-vested basis over the term of each performance period.
−Removed: The performance condition for the performance period
+Added: The performance condition for the performance period ended March 7, 2024 was not met, and as a result, no vesting for this award tranche was achieved.
+Added: The performance conditions for the performance period ended March 7, 2025 was met at 200 % of target.
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
−Removed: ended March 7, 2024 was not met, and as a result, no vesting for this award tranche was achieved.
In 2024, the Company granted PSU awards to certain of its senior management and executive officers that vest based on Antero Resources’ absolute TSR determined as of the last day of each of three one-year performance periods ending on March 7, 2025, March 7, 2026 and March 7, 2027, and one cumulative three-year performance period ending on March 7, 2027, in each case, subject to certain continued employment criteria (“2024 Absolute TSR PSUs”).
1 unchanged sentence
Expense related to these PSUs is recognized on a graded-vested basis over the term of each performance period.
+Added: The performance conditions for the performance period ended March 7, 2025 was met at 200 % of target.
+Added: In March 2025, the Company granted PSU awards to certain of its senior management and executive officers that vest based on Antero Resources’ absolute TSR determined as of the last day of each of three one-year performance periods ending on March 7, 2026, March 7, 2027 and March 7, 2028, and one cumulative three-year performance period ending on March 7, 2028, in each case, subject to certain continued employment criteria for each performance period (“2025 Absolute TSR PSUs”).
+Added: The 2025 Absolute TSR PSUs will be settled following the end of each performance period.
+Added: The aggregate number of shares of common stock that may ultimately be earned with respect to the 2025 Absolute TSR PSUs ranges from zero to 200 % of the target number of 2025 Absolute TSR PSUs originally granted.
+Added: Expense related to these PSUs is recognized on a graded-vested basis over the term of each performance period.
+Added: Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period.
Performance Share Unit Awards Based on Leverage Ratio
6 unchanged sentences
The number of shares of common stock that may ultimately be earned following the end of the third performance period with respect to the 2022 Leverage Ratio PSUs ranges from zero to 200 % of the target number of 2022 Leverage Ratio PSUs originally granted.
−Removed: Expense related to the 2022 Leverage Ratio PSUs is recognized on a graded-vested basis over the term of each performance period that reflects the number of shares of common stock that are expected to be issued at the end of each measurement period, and such expense is reversed if the likelihood of achieving the performance condition becomes improbable.
−Removed: The performance conditions for each of the performance periods ended December 31, 2022, 2023 and 2024 were met.
−Removed: During the first quarter of 2025, the 2022 Leverage Ratio PSUs will vest at 194 % of target and convert into approximately 0.3 million shares of common stock.
+Added: Expense related to the 2022 Leverage Ratio PSUs was recognized on a graded-vested basis over the term of each performance period that reflects the number of shares of common stock that are expected to be issued at the end of each measurement period, and such expense is reversed if the likelihood of achieving the performance condition becomes improbable.
+Added: The performance conditions for the performance periods ended December 31, 2022, 2023 and 2024 were met cumulatively at 194 % of target.
+Added: During the year ended December 31, 2025, the 2022 Leverage Ratio PSUs vested and converted into approximately 0.3 million shares of common stock.
Additionally, in 2022, the Company granted PSUs to certain of its senior management and executive officers that vest based on the Company’s total debt less cash and cash equivalents divided by the Company’s Adjusted EBITDAX (as defined in the award agreement) determined as of the last day of each of three one-year performance periods ending on December 31, 2023, December 31, 2024 and December 31, 2025, in each case, subject to certain continued employment criteria (“Special 2022 Leverage Ratio PSUs”).
The number of shares of common stock that may ultimately be earned following the end of the third performance period with respect to the Special 2022 Leverage Ratio PSUs ranges from zero to 200 % of the target number of Special 2022 Leverage Ratio PSUs originally granted.
−Removed: Expense related to the Special 2022 Leverage Ratio PSUs is recognized on a graded-vested basis over the term of each performance period that reflects the number of shares of common stock that are expected to be issued at the end of each measurement period, and such expense is reversed if the likelihood of achieving the performance condition becomes improbable.
−Removed: The performance conditions for each of the performance periods ended December 31, 2023 and 2024 were met at 200 % and 181 %, respectively, of target was achieved.
−Removed: In 2023, the Company granted PSUs to certain of its senior management and executive officers that vest based on the Company’s total debt less cash and cash equivalents divided by the Company’s Adjusted EBITDAX (as defined in the award agreement) determined as of the last day of each of three one-year performance periods ending on December 31, 2023, December 31, 2024 and December 31, 2025, in each case, subject to certain continued employment criteria (“2023 Leverage Ratio PSUs”).
−Removed: The number of shares of common stock that may ultimately be earned following the end of the third performance period with respect to the 2023 Leverage Ratio PSUs ranges from zero to 200 % of the target number of 2023 Leverage Ratio PSUs originally granted.
−Removed: Expense related to the 2023 Leverage Ratio PSUs is recognized on a graded-vested basis over the term of each performance period that reflects the number of shares of common stock that are expected to be issued at the end of each measurement period, and such expense is
+Added: Expense related to the Special 2022 Leverage Ratio PSUs was recognized on a graded-vested basis over the term of each performance period that reflects the number of shares of common stock that are expected to be issued at the end of each measurement period, and such expense is reversed if the likelihood of achieving the performance condition becomes improbable.
+Added: The performance conditions for the performance periods ended December 31, 2023, 2024 and 2025 were met cumulatively at 194 % of target.
+Added: During the first quarter of 2026, the Special 2022 Leverage Ratio PSUs will vest and convert into approximately 0.3 million
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
−Removed: reversed if the likelihood of achieving the performance condition becomes improbable.
−Removed: The performance conditions for each of the performance periods ended December 31, 2023 and 2024 were met at 200 % and 181 %, respectively, of target was achieved.
+Added: shares of common stock.
In 2023, the Company granted PSUs to certain of its senior management and executive officers that vest based on the Company’s total debt less cash and cash equivalents divided by the Company’s Adjusted EBITDAX (as defined in the award agreement) determined as of the last day of each of three one-year performance periods ending on December 31, 2023, December 31, 2024 and December 31, 2025, in each case, subject to certain continued employment criteria (“2023 Leverage Ratio PSUs”).
The number of shares of common stock that may ultimately be earned following the end of the third performance period with respect to the 2023 Leverage Ratio PSUs ranges from zero to 200 % of the target number of 2023 Leverage Ratio PSUs originally granted.
+Added: Expense related to the 2023 Leverage Ratio PSUs was recognized on a graded-vested basis over the term of each performance period that reflects the number of shares of common stock that are expected to be issued at the end of each measurement period, and such expense is reversed if the likelihood of achieving the performance condition becomes improbable.
+Added: The performance conditions for the performance periods ended December 31, 2023, 2024 and 2025 were met cumulatively at 194 % of target.
+Added: During the first quarter of 2026, the 2023 Leverage Ratio PSUs will vest and convert into approximately 0.4 million shares of common stock.
+Added: In 2024, the Company granted PSUs to certain of its senior management and executive officers that vest based on the Company’s total debt less cash and cash equivalents divided by the Company’s Adjusted EBITDAX (as defined in the award agreement) determined as of the last day of each of three one-year performance periods ending on December 31, 2024 December 31, 2025 and December 31, 2026, in each case, subject to certain continued employment criteria (“2024 Leverage Ratio PSUs”).
+Added: The number of shares of common stock that may ultimately be earned following the end of the third performance period with respect to the 2024 Leverage Ratio PSUs ranges from zero to 200 % of the target number of 2024 Leverage Ratio PSUs originally granted.
Expense related to the 2024 Leverage Ratio PSUs is recognized on a graded-vested basis over the term of each performance period that reflects the number of shares of common stock that are expected to be issued at the end of each measurement period, and such expense is reversed if the likelihood of achieving the performance condition becomes improbable.
+Added: The performance conditions for each of the performance periods ended December 31, 2024 and 2025 were met at 181 % and 200 %, respectively, of target.
+Added: In March 2025, the Company granted PSUs to certain of its senior management and executive officers that vest based on the Company’s Net Debt to EBITDAX (as defined in the award agreement) determined as of the last day of each of three one-year performance periods ending on December 31, 2025, December 31, 2026 and December 31, 2027, in each case, subject to certain continued employment criteria for each performance period (“2025 Leverage Ratio PSUs”).
+Added: The 2025 Leverage Ratio PSUs will be settled following the end of each performance period.
+Added: The aggregate number of shares of common stock that may ultimately be earned with respect to the 2025 Leverage Ratio PSUs ranges from zero to 200 % of the target number of 2025 Leverage Ratio PSUs originally granted.
+Added: Expense related to the 2025 Leverage Ratio PSUs is recognized on a graded-vested basis over the term of each performance period that reflects the number of shares of common stock that are expected to be issued at the end of each measurement period, and such expense is reversed if the likelihood of achieving the performance condition becomes improbable.
The performance condition for the performance period ended December 31, 2025 was met at 200 % of target.
4 unchanged sentences
(1) During the year ended December 31, 2025, the 2022 Absolute TSR PSUs and 2022 Leverage Ratio PSUs met the performance criteria to achieve vesting at 110 % and 194 % of target, respectively, and converted into approximately 0.5 million shares of the Company’s common stock.
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
The grant-date fair values of market-based PSUs were determined using Monte Carlo simulations, which use a probabilistic approach for estimating the fair values of the awards.
12 unchanged sentences
That expense is expected to be recognized over a weighted average period of 1.5 years.
−Removed: ANTERO RESOURCES CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
(c) Stock Options
−Removed: Stock options granted under the 2013 Plan have a maximum contractual life of 10 years .
−Removed: Expense related to stock options is recognized on a straight- line basis over the requisite service period of the entire award.
+Added: Stock options granted under the 2013 Plan had a maximum contractual life of 10 years .
+Added: Expense related to stock options was recognized on a straight- line basis over the requisite service period of the entire award.
Stock options were granted with an exercise price equal to or greater than the market price of Antero Resources’ common stock on the dates of grant.
6 unchanged sentences
(1) Intrinsic values are based on the exercise price of the options and the closing price of Antero Resources’ common stock on the referenced dates.
−Removed: A Black-Scholes option- pricing model is used to determine the grant-date fair value of stock options.
+Added: A Black-Scholes option- pricing model was used to determine the grant-date fair value of stock options.
Expected volatility was derived from the volatility of the historical stock prices of a peer group of similar publicly traded companies’ stock prices as Antero Resources’ common stock had traded for a relatively short period of time at the dates the options were granted.
2 unchanged sentences
A dividend yield of zero was assumed.
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
(10) Fair Value
−Removed: The carrying values of accounts receivable and accounts payable as of December 31, 2023 and 2024 approximated market values because of their short- term nature.
−Removed: The carrying values of the amounts outstanding under the Credit Facility as of December 31, 2023 and 2024 approximated fair value because the variable interest rates are reflective of current market conditions.
−Removed: The following table sets forth the fair value and carrying value of the Senior Notes and 2026 Convertible Notes (in thousands):
+Added: The carrying values of restricted cash, accounts receivable and accounts payable as of December 31, 2024 and 2025 approximated fair value because of their short- term nature.
+Added: The carrying values of the amounts outstanding under the Unsecured Credit Facility as of December 31, 2024 and 2025 approximated fair value because the variable interest rates are reflective of current market conditions.
+Added: The following table sets forth the fair value and carrying value of the Senior Notes (in thousands):
December 31, 2024
December 31, 2025
−Removed: 2026 Convertible Notes
(1) Fair values are based on Level 2 market data inputs.
(2) Carrying values are presented net of unamortized debt issuance costs.
−Removed: See Note 9—Equity-Based Compensation to the consolidated financial statements for information regarding the fair value of equity based awards.
−Removed: See Note 11—Derivative Instruments to the consolidated financial statements for information regarding the fair value of derivative financial instruments.
−Removed: ANTERO RESOURCES CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
+Added: See Note 9—Equity-Based Compensation for information regarding the fair value of equity based awards.
+Added: See Note 11—Derivative Instruments for information regarding the fair value of derivative financial instruments.
(11) Derivative Instruments
7 unchanged sentences
The Company was party to various commodity derivative contracts that settled during the years ended December 31, 2023, 2024 and 2025.
−Removed: The Company enters derivative contracts when management believes that favorable future sales prices for the Company’s production can be secured.
+Added: The Company enters into derivative contracts when management believes that favorable future sales prices for the Company’s production can be secured.
Under the Company’s swap agreements, when actual commodity prices upon settlement exceed the fixed price provided by the swap contracts, the Company pays the difference to the counterparty.
When actual commodity prices upon settlement are less than the contractually provided fixed price, the Company receives the difference from the counterparty.
+Added: Under the Company’s basis swap contracts, when actual commodity prices upon settlement exceed the fixed price provided by the swap contracts, the Company receives the difference from the counterparty.
+Added: When actual commodity prices upon settlement are less than the contractually provided fixed price, the Company pays the difference to the counterparty.
Under the Company’s collar agreements, when actual commodity prices upon settlement are below the floor price provided by the contract, the Company receives the difference from the counterparty.
2 unchanged sentences
therefore, all gains and losses are recognized in the Company’s statements of operations and comprehensive income.
−Removed: As of December 31, 2024, the Company’s fixed price swap positions excluding Martica, the Company’s consolidated VIE, were as follows:
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: As of December 31, 2025, the Company’s fixed price swap positions were as follows:
Commodity / Settlement Period
1 unchanged sentence
January-December 2026
−Removed: As of December 31, 2024, the Company’s collar contract positions excluding Martica, the Company’s consolidated VIE, were as follows:
+Added: January-December 2026
+Added: January-December 2027
+Added: As of December 31, 2025, the Company’s basis swap positions were as follows:
+Added: Weighted Average
Commodity / Settlement Period
+Added: Index to Basis Differential
Contracted Volume
+Added: Hedged Differential
+Added: January-December 2026
+Added: NYMEX to TETCO M2
+Added: As of December 31, 2025, the Company’s collar contract positions were as follows:
+Added: Commodity / Settlement Period
+Added: Contracted Volume
Ceiling Price
January-December 2026
+Added: January-December 2027
The Company has a call option and an embedded put option tied to NYMEX pricing for the production volumes associated with the Company’s retained interest in the VPP properties.
4 unchanged sentences
January-December 2026
−Removed: January-December 2026
−Removed: ANTERO RESOURCES CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
In addition, the Company had a swaption agreement, which entitled the counterparty the right, but not the obligation, to enter into a fixed price swap agreement on December 21, 2023 to purchase 427,500 MMBtu/d at a price of $ 2.77 per MMBtu for the year ending December 31, 2024.
During the year ended December 31, 2023, the Company executed an early settlement of this swaption agreement and made a cash payment of $ 202 million.
−Removed: As of December 31, 2024, the Company’s fixed price swap positions for Martica, the Company’s consolidated VIE, were as follows:
−Removed: Commodity / Settlement Period
−Removed: Contracted Volume
−Removed: January-March 2025
−Removed: January-March 2025
−Removed: West Texas Intermediate
+Added: During the year ended December 31, 2025, all of Martica’s derivative contracts expired.
+Added: As of December 31, 2025, Martica had no derivative instruments.
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
The table below presents a summary of the fair values of the Company’s derivative instruments and where such values are recorded in the consolidated balance sheets (in thousands):
1 unchanged sentence
Asset derivatives not designated as hedges for accounting purposes:
+Added: Commodity derivatives—current
+Added: Derivative instruments
Embedded derivatives—current
Derivative instruments
+Added: Commodity derivatives—noncurrent
+Added: Derivative instruments
Embedded derivatives—noncurrent
7 unchanged sentences
Total liability derivatives (1)
−Removed: Net derivatives liability (1)
+Added: Net derivatives asset (liability) (1)
(1) The fair value of derivative instruments was determined using Level 2 inputs.
−Removed: (2) As of December 31, 2023, $ 5 million of commodity derivative liabilities, including $ 3 million of current commodity derivatives and $ 2 million of noncurrent commodity derivatives, are attributable to the Company’s consolidated VIE, Martica.
(2) As of December 31, 2024, $ 2 million of current commodity derivative liabilities are attributable to the Company’s consolidated VIE, Martica.
13 unchanged sentences
Commodity derivative liabilities
−Removed: ANTERO RESOURCES CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
The following table sets forth a summary of derivative fair value gains and losses and where such values are recorded in the consolidated statements of operations and comprehensive income (in thousands):
Year Ended December 31,
−Removed: Commodity derivative fair value gains (losses) (1)
−Removed: ( 1,524,250 )
+Added: Commodity derivative fair value gains (1)
Embedded derivative fair value gains (losses) (1)
3 unchanged sentences
There were no early settlements of commodity derivatives during the years ended December 31, 2024 and 2025.
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
The Company leases certain office space, processing plants, drilling rigs and completion services, gas gathering lines, compressor stations, and other office and field equipment.
47 unchanged sentences
Total finance lease liabilities
−Removed: (1) Gas gathering lines and compressor stations includes $ 1.3 billion and $ 1.1 billion related to Antero Midstream as of December 31, 2023 and 2024, respectively.
−Removed: See “—Related party lease disclosure” for additional discussion.
−Removed: (2) Financing lease assets are recorded net of accumulated amortization of $ 1 million and $ 3 million as of December 31, 2023 and 2024, respectively.
−Removed: The processing plants, gathering lines and compressor stations that are classified as lease liabilities are classified as such under ASC 842, Leases , because Antero (i) is the sole customer of the assets and (ii) makes the decisions that most impact the economic performance of the assets.
+Added: (1) Gas gathering lines and compressor stations relate to Antero Midstream.
+Added: See “—Related party lease disclosure” for additional information .
+Added: (2) Financing lease assets are recorded net of accumulated amortization of $ 3 million as of December 31, 2024 and 2025.
+Added: The processing plants, gathering lines and compressor stations that are classified as lease liabilities are classified as such under FASB ASC Topic 842, Leases , because Antero (i) is the sole customer of the assets and (ii) makes the decisions that most impact the economic performance of the assets.
ANTERO RESOURCES CORPORATION
40 unchanged sentences
Right-of-use assets obtained in exchange for new operating lease obligations
−Removed: Increase (decrease) to existing right-of-use assets and lease obligations from operating lease modifications, net (1)
−Removed: (1) During the year ended December 31, 2022, the weighted average discount rate for remeasured operating leases decreased from 5.6 % as of December 31, 2021 to 5.2 % as of December 31, 2022.
+Added: Decrease to existing right-of-use assets and lease obligations from operating lease modifications, net (1)
(1) During the year ended December 31, 2023, the weighted average discount rate for remeasured operating leases increased from 5.1 % as of December 31, 2022 to 6.5 % as of December 31, 2023.
During the year ended December 31, 2024, the weighted average discount rate for remeasured operating leases decreased from 6.5 % as of December 31, 2023 to 5.5 % as of December 31, 2024.
+Added: During the year ended December 31, 2025, the weighted average discount rate for remeasured operating leases increased from 5.5 % as of December 31, 2024 to 5.8 % as of December 31, 2025.
ANTERO RESOURCES CORPORATION
6 unchanged sentences
imputed interest
−Removed: The Company’s future minimum lease payments do not include obligations for leases that have not yet commenced.
−Removed: As of December 31, 2024, the Company had undiscounted commitments for operating leases not yet commenced of $ 38 million that relate to two drilling rig agreements that commence in the first quarter of 2025.
(e) Lease Term and Discount Rate
12 unchanged sentences
Pursuant to the gathering and compression agreements with Antero Midstream, the Company has dedicated substantially all of its current and future acreage in West Virginia, Ohio and Pennsylvania to Antero Midstream for gathering and compression services.
−Removed: The 2019 gathering and compression agreement, Marcellus gathering and compression agreement and Mountaineer gathering and compression agreement have initial terms through 2038, 2031 and 2026, respectively, and the Utica compression agreement has two acreage dedications, one of which expired in 2024 and one that expires in 2030.
+Added: The 2019 gathering and compression agreement, Marcellus gathering and compression agreement and Mountaineer gathering and compression agreement have initial terms through 2038, 2031 and 2026, respectively, and the Utica compression agreement has one remaining acreage dedication that expires in 2030.
+Added: The Utica compression agreement will be assumed by the Buyer Parties at the closing of the Utica Shale Divestiture.
Upon expiration of the Marcellus gathering and compression agreement, Utica compression agreement and Mountaineer gathering and compression agreement, Antero Midstream will continue to provide gathering and compression services under the 2019 gathering and compression agreement.
−Removed: Under the gathering and compression agreements, Antero Midstream receives a low pressure gathering fee per Mcf, a high pressure gathering fee per Mcf and a compression fee per Mcf, as applicable, subject to annual adjustments based on CPI.
−Removed: If and to the extent the Company requests that Antero Midstream construct new low pressure lines, high pressure lines and compressor stations, the 2019 gathering and compression agreement contains options at Antero Midstream’s election for either (i) minimum volume commitments that require Antero Resources to utilize or pay for 75 % of the high pressure gathering capacity and 70 % of the compression capacity of the requested capacity of such new construction for 10 years or (ii) a cost of service fee that allows the Antero Midstream to earn a 13 % rate of return on such new construction over seven years .
−Removed: The Marcellus gathering and compression
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
−Removed: agreement provides for a minimum volume commitment that requires the Company to utilize or pay for 25 % of the compression capacity for a period of 10 years from the in-service date.
+Added: Under the gathering and compression agreements, Antero Midstream receives a low pressure gathering fee per Mcf, a high pressure gathering fee per Mcf and a compression fee per Mcf, as applicable, subject to annual adjustments based on CPI.
+Added: If and to the extent the Company requests that Antero Midstream construct new low pressure lines, high pressure lines and compressor stations, the 2019 gathering and compression agreement contains options at Antero Midstream’s election for either (i) minimum volume commitments that require Antero Resources to utilize or pay for 75 % of the high pressure gathering capacity and 70 % of the compression capacity of the requested capacity of such new construction for 10 years or (ii) a cost of service fee that allows the Antero Midstream to earn a 13 % rate of return on such new construction over seven years .
+Added: The Marcellus gathering and compression agreement provides for a minimum volume commitment that requires the Company to utilize or pay for 25 % of the compression capacity for a period of 10 years from the in-service date.
The Mountaineer gathering and compression agreement provides for monthly minimum compression and gathering fees for each compressor station or high pressure gathering line, respectively, for a period of 12 years commencing 90 days after such asset’s in-service date.
3 unchanged sentences
Only the Company’s throughput gathered under the 2019 gathering and compression agreement was considered in the low pressure gathering volume target.
−Removed: The Company earned fee rebates for the years ended December 31, 2022 and 2023 of $ 48 million and $ 52 million, respectively.
+Added: The Company earned fee rebates for the year ended December 31, 2023 of $ 52 million.
Upon completion of the initial contract term, the 2019 gathering and compression agreement will continue in effect from year to year until such time as the agreement is terminated, effective upon an anniversary of the effective date of the agreement, by notice from either the Company or Antero Midstream to the other party on or before the 180 th day prior to the anniversary of such agreement
7 unchanged sentences
Total income tax expense (benefit)
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
Income tax expense (benefit) differs from the amount that would be computed by applying the U.S.
−Removed: statutory federal income tax rate of 21 % to income or loss before taxes as a result of the following (in thousands):
+Added: statutory federal income tax rate of 21 % to income or loss before taxes as a result of the following (in thousands, except percentages):
Year Ended December 31,
−Removed: Federal income tax expense (benefit)
−Removed: State income tax expense (benefit), net of federal effect
−Removed: Change in state tax rate, net of federal effect (1)
−Removed: Research and development tax credits, net
−Removed: Equity-based compensation
−Removed: Dividends received deduction
+Added: federal statutory income tax
+Added: State and local income tax, net of U.S.
+Added: federal effect (1)
+Added: Research and development
+Added: Nontaxable or nondeductible items
+Added: Executive compensation
+Added: Changes in unrecognized tax benefits
Noncontrolling interests
−Removed: Change in valuation allowance
−Removed: Nondeductible loss on 2026 Convertible Notes inducements
−Removed: Total income tax expense (benefit)
−Removed: (1) Change in state tax rate, net of federal effect for the year ended December 31, 2022 includes a $ 41 million reduction resulting from changes in Pennsylvania state tax laws together with changes in the Company’s apportionment to Pennsylvania.
−Removed: ANTERO RESOURCES CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
+Added: Dividends received deduction
+Added: Equity-based compensation
+Added: NOL adjustments
+Added: Total income tax expense (benefit) / Effective tax rate
+Added: (1) Pennsylvania made up the majority (greater than 50 percent) of the Company’s state income tax expense, net of the federal effect for the years ended December 31, 2023, 2024 and 2025.
Deferred income taxes reflect the impact of temporary differences between assets and liabilities for financial reporting purposes and such amounts as measured by tax laws.
14 unchanged sentences
Oil and gas properties
+Added: Unrealized gains on derivative instruments
Lease right-of-use assets
Investment in Martica
−Removed: 2026 Convertible Notes and other
Total deferred income tax liabilities
Deferred tax liability, net
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
In assessing the realizability of deferred income tax assets, management considers whether some portion or all of the deferred income tax assets will be realized based on a more-likely-than-not standard of judgment.
2 unchanged sentences
Based upon the projections of future taxable income over the periods in which the deferred income tax assets are deductible, management believes that the Company will not realize the benefits of certain of these deductible differences and has recorded a valuation allowance of approximately $ 43 million and $ 39 million as of December 31, 2024 and 2025, respectively.
−Removed: The valuation allowance for each of the years ended December 31, 2023 and 2024, relates primarily to Colorado, Oklahoma and West Virginia state NOL carryforwards and are the result of expected future reduced income tax apportionment in those states.
+Added: The valuation allowance for each of the years ended December 31, 2024 and 2025 relates primarily to Colorado and Oklahoma state NOL carryforwards and is the result of expected future reduced income tax apportionment in those states.
The amount of the deferred income tax asset considered realizable could be further reduced in the near term if estimates of future taxable income during the carryforward period are revised.
As of December 31, 2025, the Company has U.S.
−Removed: federal and state NOL carryforwards of $ 0.6 billion and $ 1.9 billion, respectively, exclusive of the valuation allowances discussed above.
−Removed: federal and West Virginia NOL carryforwards generated in tax years prior to 2018 expire between 2036 and 2037.
+Added: federal and state NOL carryforwards of approximately $ 960 million and $ 1.9 billion, respectively, exclusive of the valuation allowances discussed above.
+Added: federal and West Virginia NOL carryforwards generated in tax years prior to 2018 expire in 2037.
For tax years 2018 and thereafter, U.S.
2 unchanged sentences
The Colorado NOL Carryforwards generated in tax years 2018 through 2020 have no expiration date.
+Added: As of December 31, 2025, the Company has U.S.
+Added: federal income tax credits of $ 153 million, excluding related reserves, which expire between 2033 and 2045.
Tax years 2022 through 2025 remain open to examination by the IRS.
3 unchanged sentences
The R&D tax credits expire between 2033 and 2045.
−Removed: ANTERO RESOURCES CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
The calculation of the Company’s tax liabilities involves uncertainties in the application of complex tax laws and regulations.
1 unchanged sentence
The recognition of the unrecognized tax benefit reported by the Company would affect its effective tax rate.
−Removed: The Company does not expect a significant change to the recorded unrecognized tax benefits in 2025, except for any potential changes related to the R&D tax credit study discussed above and any potential 2025 R&D tax credit claims.
The reserve for uncertain tax positions, excluding interest and penalties, is as follows (in thousands):
1 unchanged sentence
Beginning balance
−Removed: Additions for tax positions taken in current year
+Added: Tax positions taken in current year
+Added: Tax positions taken in the prior year
Ending balance
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
(14) Commitments
11 unchanged sentences
however, the Company will record in the consolidated financial statements its proportionate share of costs based on its working interest.
+Added: The Company’s firm transportation commitments include $ 220 million related to 300,000 MMBtu/d of REX firm capacity that will be assumed by the Buyer Parties upon the closing of the Utica Shale Divestiture and FERC approval.
+Added: See Note 3—Transactions for additional information.
Processing, Gathering, Compression and Water Service Commitments
8 unchanged sentences
however, the Company will record in its financial statements its proportionate share of costs based on its working interests.
−Removed: The Company’s operating and finance lease commitments do not include obligations for leases
−Removed: ANTERO RESOURCES CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: that have not yet commenced.
−Removed: As of December 31, 2024, the Company had undiscounted commitments for operating leases not yet commenced of $ 38 million that relate to two drilling rig agreements that commence in the first quarter of 2025.
−Removed: See Note 12—Leases to the consolidated financial statements for additional information on the Company’s operating and finance leases.
+Added: The Company’s operating and finance lease commitments do not include obligations for leases that have not yet commenced.
+Added: The Company’s future minimum payments for operating and finance leases, including imputed interest, includes $ 48 million related to contracts that will be assumed by the Buyer Parties at the closing of the Utica Shale Divestiture, which are classified as held for sale as of December 31, 2025.
+Added: See Note 3—Transactions for additional information.
The Company has entered into various land acquisition and sand supply agreements.
2 unchanged sentences
None of these agreements were determined to be leases.
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
(e) Contract Terminations
1 unchanged sentence
These costs are recorded in contract termination, loss contingency and settlements included in the statements of operations and comprehensive income.
−Removed: During 2022, the Company cancelled the construction of the Smithburg 2 gas processing plant and made a cash payment of $ 12 million.
During 2023, the Company executed an early termination of its firm transportation commitment of 200,000 MMBtu/d on the Equitrans pipeline and made a cash payment of $ 24 million.
11 unchanged sentences
The Company’s production tax filings in West Virginia for 2018 to 2020 tax years were subject to audit by the State of West Virginia.
−Removed: All assessments received in conjunction with this audit have been recorded in the consolidated statements of operations and comprehensive net loss during the year ended December 31, 2024;
+Added: All assessments received in conjunction with this audit were recorded in the consolidated statement of operations and comprehensive net loss during the year ended December 31, 2024;
however, the Company has filed an appeal with regard to such assessments.
At this time, the Company believes the outcome of this matter will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.
−Removed: The Company is party to various other legal proceedings and claims in the ordinary course of its business.
−Removed: The Company believes that certain of these matters will be covered by insurance and that the outcome of other matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.
−Removed: In addition, pending litigation against the Company and other similarly situated peer operators could have an impact on the methods for determining the amount of permitted post-production costs and types of costs that have been, and may be, deducted from royalty payments, among other things.
−Removed: While the amounts claimed could be material, the Company is unable to predict with certainty the ultimate outcome of such claims and proceedings.
−Removed: In a class action lawsuit to which the Company is a party, the U.S.
−Removed: District Court for the Northern District of West Virginia certified certain questions to the West Virginia Supreme Court (the “WVSC”).
−Removed: The WVSC answered the certified questions in November 2024, the effect of which would have broadened the scope of products for which the Company would owe royalties and would have also limited the amount of post-production costs the Company would be allowed to
+Added: The Company is party to various legal proceedings and claims in the ordinary course of its business.
+Added: The Company evaluates its legal proceedings on a regular basis and accrues a liability for such matters when the Company believes that a loss is probable and the amount of the loss can be reasonably estimated.
+Added: Any such accruals are adjusted thereafter to reflect changed circumstances.
+Added: In the event the Company determines that (i) a loss to the Company is probable but the amount of the loss cannot be reasonably estimated, or (ii) a loss to the Company is less likely than probable but is reasonably possible, then the Company is required to disclose the matter herein, although the Company is not required to accrue such loss.
+Added: When able, the Company determines an estimate of reasonably possible losses or ranges of reasonably possible losses, whether in excess of any related accrued liability or where there is no accrued liability, for legal proceedings.
+Added: In instances where such estimates can be made, any such estimates are based on the Company's analysis of currently available information and are subject to significant judgment and a variety of assumptions and uncertainties and may change as new information is obtained.
+Added: The Company could also be responsible for interest on any amount the Company may be determined to owe, the amount of which is not determinable or estimable.
+Added: The ultimate outcome of the matters described above, such as whether the likelihood of loss is remote, reasonably possible, or probable, or if and when the range of loss is reasonably estimable, is inherently uncertain.
+Added: Furthermore, due to the inherent subjectivity of the assessments and unpredictability of outcomes of legal proceedings, any amounts accrued or estimated as possible losses may not represent the ultimate loss to the Company from the legal proceedings in question and the Company's exposure and ultimate losses may be higher than the amounts accrued or estimated.
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
−Removed: deduct from royalty payments made under certain of its leases.
−Removed: In December 2024, Antero petitioned the WVSC for rehearing on these certified questions, which stayed the issuance of the mandate required for the November 2024 opinion to take effect.
−Removed: The petition for rehearing was granted by the WVSC on December 31, 2024, and Antero is currently awaiting a scheduling order.
−Removed: Rulings were recently received in two other cases to which the Company is a party, and where the plaintiffs alleged, and the court found, that certain post-production costs may not be deducted:
+Added: The Company has been named in various lawsuits alleging royalty underpayments, some of which seek class action certification.
+Added: Pending litigation against the Company and other peer operators could have an impact on the methods for determining royalty payments due to lessors under oil and gas leases, including the amount of permitted post-production costs and types of costs that have been, and may be, deducted from royalty payments, among other things.
+Added: While the amounts claimed could be material, many of these proceedings are in early stages, involve multiple lease forms with varying royalty provisions and seek or may seek damages the amount of which is currently indeterminate.
+Added: In a class action lawsuit to which the Company is a party, Jacklin Romeo, et al.
+Added: Antero Resources Corporation, the U.S.
+Added: District Court for the Northern District of West Virginia certified certain questions to the West Virginia Supreme Court (the “WVSC”) with respect to the interpretation of West Virginia’s implied duty to market gas where a lease lacks any express language regarding the allocation of post-production costs and the treatment of NGLs.
+Added: The WVSC answered the certified questions in November 2024;
+Added: however, in December 2024, Antero petitioned the WVSC for rehearing on the certified questions, which stayed the issuance of the mandate required for the November 2024 opinion to take effect.
+Added: The petition for rehearing was granted by the WVSC on December 31, 2024, and oral argument on the matter was held before the WVSC on April 22, 2025.
+Added: On June 11, 2025, the WVSC answered the certified questions, the effect of which broadens the scope of products for which the Company will pay royalties and limits the amount of post-production costs the Company deducts from royalty payments, in each case, under leases that do not contain language to the contrary.
+Added: With respect to the Romeo matter, the Company has accrued an immaterial amount as of December 31, 2025 for estimated damages that is recorded in contract termination, loss contingency and settlements in the consolidated statements of operations and comprehensive income.
+Added: The WVSC’s answers to the certified questions in the Romeo matter could also impact past royalty payments made by the Company, as well as royalty payments owed in the future, under certain of the Company’s other leases that are not at issue in the Romeo matter.
+Added: While the Company cannot predict with certainty the timing and ultimate outcome of any other currently pending claims or potential other claims relating to royalty payments under such other leases, the Company currently estimates the amount of losses that are reasonably possible associated with such other leases, could be up to $ 400 million.
+Added: Rulings were also previously received in two other cases to which the Company is a party, and where the plaintiffs alleged, and the court found, that certain post-production costs may not be deducted based on interpretation of specific language in the applicable leases:
a non-class action lawsuit in West Virginia and a class action lawsuit in Ohio.
In each case, the alleged damages were not material.
−Removed: The Company will continue to challenge the legal conclusions reached in each of these cases with respect to deductibility of post-production costs, and continues to analyze how these decisions may impact other cases to which the Company is a party.
−Removed: At this time, the Company cannot predict how these issues may ultimately be resolved, and therefore is also unable to estimate any potential damages, if any, that may result.
−Removed: The Company accrues for litigation, claims and proceedings when liability is both probable and the amount can be reasonably estimated, and does not currently have any material amounts accrued with respect to its pending litigation matters.
+Added: The Company will continue to challenge the legal conclusions reached in each of these cases, and continues to analyze how these decisions may impact other cases to which the Company is a party.
+Added: At this time, the Company cannot predict how and when the foregoing issues may ultimately be resolved, and therefore is also unable to estimate potential damages, if any, that may result.
(16) Related Parties
Substantially all of Antero Midstream’s revenues were and are derived from transactions with Antero Resources.
−Removed: See Note 12—Leases to the consolidated financial statements for additional information on the Company’s related party leases.
−Removed: See Note 17—Reportable Segments to the consolidated financial statements for the operating results of the Company’s reportable segments.
+Added: See Note 12—Leases for additional information on the Company’s related party leases.
+Added: See Note 17—Reportable Segments for the operating results of the Company’s reportable segments.
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
(17) Reportable Segments
1 unchanged sentence
The Company’s operations, which are located in the United States, are organized into three reportable segments:
−Removed: (i) the exploration, development and production of natural gas, NGLs and oil;
−Removed: (ii) marketing and utilization of excess firm transportation capacity and (iii) midstream services through the Company’s equity method investment in Antero Midstream.
+Added: (i) exploration and production;
+Added: (ii) the Company’s equity method investment in Antero Midstream and (iii) marketing.
Substantially all of the Company’s production revenues are attributable to customers located in the United States;
2 unchanged sentences
These segments have been identified based on the differing products and services (including the expertise required for these operations), production processes, customers and distribution methods.
−Removed: The Company’s Chairman of the Board, Director, President and Chief Executive Officer was determined to be the Company’s chief operating decision maker (“CODM”).
+Added: The Company’s Chief Executive Officer and President was determined to be the Company’s chief operating decision maker (“CODM”).
The CODM evaluates the performance of the Company’s business segments based on operating income (loss).
8 unchanged sentences
The Company targets large, repeatable resource plays where horizontal drilling and advanced fracture stimulation technologies provide the means to economically develop and produce natural gas, NGLs and oil from unconventional formations.
−Removed: Where feasible, the Company purchases and sells third-party natural gas and NGLs and markets its excess firm transportation capacity, or engages third parties to conduct these activities on the Company’s behalf, in order to optimize the revenues from these transportation agreements.
−Removed: The Company has entered into long-term firm transportation agreements for a significant portion of its current and expected future production in order to secure guaranteed capacity to favorable markets.
−Removed: ANTERO RESOURCES CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
Equity Method Investment in Antero Midstream
4 unchanged sentences
Antero Midstream provides midstream services to Antero Resources under long-term contracts.
+Added: Where feasible, the Company purchases and sells third-party natural gas and NGLs and markets its excess firm transportation capacity, or engages third parties to conduct these activities on the Company’s behalf, in order to optimize the revenues from these transportation agreements.
+Added: The Company has entered into long-term firm transportation agreements for a significant portion of its current and expected future production in order to secure guaranteed capacity to favorable markets.
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
Reportable Segments Financial Information
7 unchanged sentences
Sales and revenues:
+Added: ( 1,040,357 )
Total revenue
+Added: ( 1,041,771 )
Operating expenses:
14 unchanged sentences
(1) Amounts reflect those recorded in Antero Midstream Corporation’s consolidated financial statements.
−Removed: (2) Amounts include charges for exploration and mine expenses, accretion of asset retirement obligations, loss on settlement of asset retirement obligations, contract termination, loss contingency and settlements, loss (gain) on sale of assets, as applicable, which represent segment operating expenses that are not considered significant.
+Added: (2) Amounts include charges for exploration expenses, accretion of asset retirement obligations, loss on settlement of asset retirement obligations, contract termination, loss contingency and settlements, loss (gain) on sale of assets, as applicable, which represent segment operating expenses that are not considered significant.
ANTERO RESOURCES CORPORATION
26 unchanged sentences
(1) Amounts reflect those recorded in Antero Midstream Corporation’s consolidated financial statements.
−Removed: (2) Amounts include charges for exploration and mine expenses, accretion of asset retirement obligations, loss on settlement of asset retirement obligations, contract termination, loss contingency and settlements, loss (gain) on sale of assets and other operating expenses, as applicable, which represent segment operating expenses that are not considered significant.
+Added: (2) Amounts include charges for exploration expenses, accretion of asset retirement obligations, loss on settlement of asset retirement obligations, contract termination, loss contingency and settlements, loss (gain) on sale of assets and other operating expenses, as applicable, which represent segment operating expenses that are not considered significant.
ANTERO RESOURCES CORPORATION
21 unchanged sentences
Impairment of property and equipment
+Added: Loss on long-lived assets
Total operating expenses
3 unchanged sentences
(1) Amounts reflect those recorded in Antero Midstream Corporation’s consolidated financial statements.
−Removed: (2) Amounts include charges for exploration and mine expenses, accretion of asset retirement obligations, contract termination, loss contingency and settlements, loss (gain) on sale of assets and other operating expenses, as applicable, which represent segment operating expenses that are not considered significant.
+Added: (2) Amounts include charges for exploration expenses, accretion of asset retirement obligations, contract termination, loss contingency and settlements, loss (gain) on sale of assets and other operating expenses, as applicable, which represent segment operating expenses that are not considered significant.
As of December 31, 2024
18 unchanged sentences
Notes to Consolidated Financial Statements (Continued)
−Removed: (18) Subsidiary Guarantors
−Removed: As of December 31, 2023, Antero Resources’ senior notes were fully and unconditionally guaranteed by Antero Resources’ existing subsidiaries that guaranteed the Secured Credit Facility.
−Removed: A subsidiary guarantor would be released from its obligations under the indentures and its guarantee (i) upon the release or discharge of the guarantee of other Indebtedness (as defined in the indentures governing the notes) that resulted in the creation of such guarantee, except a release or discharge by or as a result of payment under such guarantee, (ii) if Antero designated such subsidiary as an unrestricted subsidiary and such designation complied with the other applicable provisions of the indentures governing the senior notes or (iii) in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the senior notes.
−Removed: As described in Note 7—Long-Term Debt, the Unsecured Credit Facility is not guaranteed by any of Antero Resources’ subsidiaries.
−Removed: As such, each subsidiary guarantor was released from its obligations under the indentures and its guarantee on July 30, 2024.
−Removed: The table set forth below presents summarized financial information of Antero, as parent, and its guarantor subsidiaries as of December 31, 2023.
−Removed: The Company’s wholly owned subsidiaries were not restricted from making distributions to the Company.
−Removed: Balance Sheet
−Removed: December 31, 2023
−Removed: Current assets
−Removed: Noncurrent assets
−Removed: Accounts payable, related parties
−Removed: Other current liabilities
−Removed: Total current liabilities
−Removed: Noncurrent liabilities
−Removed: Total liabilities
−Removed: (19) Immaterial Correction of Prior Period Error
−Removed: In the course of preparing our consolidated financial statements for the year ended December 31, 2024, the Company identified an error in the quarterly calculations related to depletion expense of the Company’s proved oil and gas properties.
−Removed: This error had the effect of incorrectly reporting depletion expense amounts in prior periods, which resulted in incorrectly reporting depletion, depreciation and amortization expense and income tax (expense) benefit in prior periods.
−Removed: After considering the guidance in Staff Accounting Bulletin (“SAB”) No.
−Removed: 99, Materiality , and FASB ASC Topic 250, Accounting Changes and Error Corrections , the Company evaluated the materiality of these amounts quantitatively and qualitatively and concluded that the error was not material to any of the Company’s prior annual or interim period financial statements.
−Removed: The consolidated financial statements as of December 31, 2023 and for the years ended December 31, 2022 and 2023 in this Annual Report on Form 10-K, have been revised in accordance with SAB No.
−Removed: 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, in order to reflect these corrections.
−Removed: The corrections reflect the adjustments to depletion, depreciation and amortization expense and income tax (expense) benefit described above, as well as the resulting adjustments to accumulated depletion, depreciation and amortization, deferred income tax liabilities, net and retained earnings (accumulated deficit).
−Removed: Accumulated deficit as of December 31, 2021 reflected in the accompanying consolidated statements of equity has been increased by $ 8 million from its previously reported balance of $ 618 million to the corrected balance of $626 million to reflect the impact of correcting this error for the year ended December 31, 2021.
−Removed: The correction of this error also impacted certain non-cash line items within the operating activities section of the consolidated statements of cash flows;
−Removed: however, these corrections did not change previously reported net cash provided by operating activities for any period.
−Removed: In addition to correcting the consolidated financial statements, we have also corrected the following notes to the consolidated financial statements for the effects of this error:
−Removed: (i) Note 2 — Summary of Significant Accounting Policies, (ii) Note 13 — Income Taxes, (iii) Note 17 — Reportable Segments, (iv) Note 18 — Subsidiary Guarantors and (v) Note 20 — Supplemental Information on Oil and Gas Producing Activities (Unaudited).
−Removed: ANTERO RESOURCES CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: The following tables present the effect of the corrections on selected line items from the previously reported consolidated financial statements as of December 31, 2023 and for the years ended December 31, 2022 and 2023 (in thousands, except per share amounts):
−Removed: Consolidated Balance Sheet
−Removed: December 31, 2023
−Removed: As Previously
−Removed: Accumulated depletion, depreciation and amortization
−Removed: ( 5,063,274 )
−Removed: ( 5,165,449 )
−Removed: Property and equipment, net
−Removed: Deferred income tax liability, net
−Removed: Total liabilities
−Removed: Retained earnings
−Removed: Total stockholders' equity
−Removed: Total liabilities and equity
−Removed: Statement of Operations and Comprehensive Income
−Removed: Year Ended December 31, 2022
−Removed: As Previously
−Removed: Depletion, depreciation and amortization
−Removed: Total operating expenses
−Removed: Operating income
−Removed: Income before income taxes
−Removed: Income tax expense
−Removed: Net income, including noncontrolling interest
−Removed: Net income and comprehensive income
−Removed: attributable to Antero Resources Corporation
−Removed: Net income per common share—basic
−Removed: Net income per common share—diluted
−Removed: Statement of Operations and Comprehensive Income
−Removed: Year Ended December 31, 2023
−Removed: As Previously
−Removed: Depletion, depreciation and amortization
−Removed: Total operating expenses
−Removed: Operating income
−Removed: Income before income taxes
−Removed: Income tax expense
−Removed: Net income, including noncontrolling interest
−Removed: Net income and comprehensive income
−Removed: attributable to Antero Resources Corporation
−Removed: Net income per common share—basic
−Removed: Net income per common share—diluted
−Removed: ANTERO RESOURCES CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
(18) Supplemental Information on Oil and Gas Producing Activities (Unaudited)
3 unchanged sentences
Year Ended December 31,
−Removed: Proved properties
Unproved properties
+Added: Proved properties
Total oil and gas properties
3 unchanged sentences
Net capitalized costs (1)
+Added: (1) Net capitalized costs does not include $ 706 million related to the Utica Shale Properties held for sale as of December 31, 2025, including $ 28 million for unproved property, $ 1.0 billion of proved property and $ 367 million of accumulated depletion.
+Added: See Note 3—Transactions for additional information.
Costs Incurred in Certain Oil and Gas Activities
14 unchanged sentences
Results of operations
−Removed: (1) Income tax (expense) benefit includes R&D tax credits of $ 95 million for the year ended December 31, 2024 since such credits directly relate to the Company’s oil and gas producing activities.
+Added: (2) Income tax (expense) benefit includes R&D tax credits of $ 95 million and $ 7 million for the years ended December 31, 2024 and 2025, respectively, since such credits directly relate to the Company’s oil and gas producing activities.
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
Oil and Gas Reserves
7 unchanged sentences
The Company estimates proved reserves using average prices received for the previous 12 months .
−Removed: ANTERO RESOURCES CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
Proved undeveloped reserves include drilling locations that are more than one offset location away from productive wells and are reasonably certain of containing proved reserves and which are scheduled to be drilled within five years under the Company’s development plans.
7 unchanged sentences
Extensions, discoveries and other additions
+Added: Divestitures of reserves
December 31, 2024 (1)
Extensions, discoveries and other additions
+Added: Acquisition of reserves
December 31, 2025 (1)
(1) Proved reserves for the noncontrolling interests in Martica as of December 31, 2023 were 75 Bcfe, which consisted of 58 Bcf of natural gas, 3 MMBbl of NGLs and 0.1 MMBbl of oil and condensate.
−Removed: Proved reserves for the noncontrolling interests in Martica as of December 31, 2023 were 75 Bcfe, which consisted of 58 Bcf of natural gas, 3 MMBbl of NGLs and 0.1 MMBbl of oil and condensate.
Proved reserves for the noncontrolling interests in Martica as of December 31, 2024 were 57 Bcfe, which consisted of 44 Bcf of natural gas and 2 MMBbl of NGLs.
+Added: Proved reserves for the noncontrolling interests in Martica as of December 31, 2025 were 38 Bcfe, which consisted of 30 Bcf of natural gas and 1 MMBbl of NGLs.
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
Proved developed reserves:
7 unchanged sentences
(1) Proved developed reserves for the noncontrolling interests in Martica as of December 31, 2023 were 75 Bcfe, which consisted of 58 Bcf of natural gas, 3 MMBbl of NGLs and 0.1 MMBbl of oil and condensate.
−Removed: Proved developed reserves for the noncontrolling interests in Martica as of December 31, 2023 were 75 Bcfe, which consisted of 58 Bcf of natural gas, 3 MMBbl of NGLs and 0.1 MMBbl of oil and condensate.
Proved developed reserves for the noncontrolling interests in Martica as of December 31, 2024 were 57 Bcfe, which consisted of 44 Bcf of natural gas and 2 MMBbl of NGLs.
−Removed: (2) Proved undeveloped reserves for the noncontrolling interests in Martica as of December 31, 2022 were 1 Bcfe, which consisted entirely of natural gas.
+Added: Proved developed reserves for the noncontrolling interests in Martica as of December 31, 2025 were 38 Bcfe, which consisted of 30 Bcf of natural gas and 1 MMBbl of NGLs.
(2) There were no proved undeveloped reserves for the noncontrolling interests in Martica as of December 31, 2023, 2024 and 2025.
−Removed: ANTERO RESOURCES CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
2023 Proved Reserve Changes
2 unchanged sentences
● Net upward revisions of 1,187 Bcfe include:
−Removed: o Net upward revisions of previous estimates of 414 Bcfe primarily due to changes in ownership interests.
+Added: o Net upward revisions of previous estimates of 814 Bcfe primarily due to increases in the Company’s ownership interests.
o Net upward revision of 454 Bcfe related to optimization to the Company’s five-year development plan.
This figure includes upward revisions of 698 Bcfe for previously proved undeveloped properties reclassified from non-proved properties due to their addition to the Company’s five-year development plan, and downward revisions of 244 Bcfe for locations that were not developed within five years of initial booking as proved reserves.
−Removed: o Upward revisions of 88 Bcfe are due to an increase in the Company’s assumed future ethane recovery.
−Removed: o Upward revisions of 2 Bcfe due to increases in prices for natural gas, NGLs and oil.
+Added: o Downward revisions of 81 Bcfe due to decreases in prices for natural gas, NGLs and oil.
2024 Proved Reserve Changes
5 unchanged sentences
This figure includes upward revisions of 416 Bcfe for previously proved undeveloped properties reclassified from non-proved properties due to their addition to the Company’s five-year development plan, and downward revisions of 209 Bcfe for locations that were not developed within five years of initial booking as proved reserves.
−Removed: o Downward revisions of 81 Bcfe due to decreases in prices for natural gas, NGLs and oil.
+Added: o Downward revisions of 77 Bcfe due to decreases in prices for natural gas and oil, partially offset by increases in prices for NGLs.
+Added: ANTERO RESOURCES CORPORATION
+Added: Notes to Consolidated Financial Statements (Continued)
2025 Proved Reserve Changes
4 unchanged sentences
o Net upward revision of 743 Bcfe related to optimization to the Company’s five-year development plan.
−Removed: This figure includes upward revisions of 416 Bcfe for previously proved undeveloped properties reclassified from non-proved properties due to their addition to the Company’s five-year development plan, and downward revisions of 209 Bcfe for locations that were not developed within five years of initial booking as proved reserves.
−Removed: o Downward revisions of 77 Bcfe due to decreases in prices for natural gas and oil, partially offset by increases in prices for NGLs.
−Removed: ANTERO RESOURCES CORPORATION
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: ● Sales of reserves of 184 Bcfe related to the 2025 Drilling Partnership.
+Added: This figure includes upward revisions of 1,045 Bcfe primarily for previously proved undeveloped properties reclassified from non-proved properties due to their addition to the Company’s five-year development plan, and downward revisions of 302 Bcfe for locations that were not developed within five years of initial booking as proved reserves.
+Added: o Upward revisions of 137 Bcfe due to increases in prices for natural gas and ethane, partially offset by decreases in prices for C3+ NGLs and oil.
+Added: ● Acquisition of reserves of 506 Bcfe related to the Company’s acquisitions of additional working and royalty interests in certain Antero-operated producing wells for the year ended December 31, 2025.
Standardized Measure of Discounted Future Net Cash Flow
30 unchanged sentences
Extensions, discoveries and other additions
+Added: Acquisitions of reserves
+Added: Divestitures of reserves
Revisions of previous quantity estimates
9 unchanged sentences
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.