Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d- 15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures and is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025 at a level of reasonable assurance.
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Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
The management of Antero Resources Corporation is responsible for establishing and maintaining adequate internal control over financial reporting for us as defined in Rules 13a-15(f) and 15d- 15(f) of the Exchange Act. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our internal control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of the assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect all misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time.
Under the supervision of, and with the participation of, our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control—Integrated Framework in 2013, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management of Antero Resources Corporation concluded that our internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears beginning on page F-2 in this Annual Report on Form 10-K.
ITEM 9B. OTHER INFORMATION
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. A copy of the Letter Agreement is filed as Exhibit 10.29 hereto and is incorporated herein by reference.
On November 6, 2025 , Michael N. 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 .
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 .
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Pursuant to General Instruction G(3) to Form 10-K, we incorporate by reference into this Item the information to be disclosed in our definitive proxy statement for our 2026 Annual Meeting of Stockholders.
Code of Ethics
We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of our Corporate Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer and other persons performing similar functions by posting such information in the “Governance” subsection of our website at www.anteroresources.com .
ITEM 11. EXECUTIVE COMPENSATION
Pursuant to General Instruction G(3) to Form 10-K, we incorporate by reference into this Item the information to be disclosed in our definitive proxy statement for our 2026 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Pursuant to General Instruction G(3) to Form 10-K, we incorporate by reference into this Item the information to be disclosed in our definitive proxy statement for our 2026 Annual Meeting of Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Pursuant to General Instruction G(3) to Form 10-K, we incorporate by reference into this Item the information to be disclosed in our definitive proxy statement for our 2026 Annual Meeting of Stockholders.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered accounting firm is KPMG LLP , Denver , CO, Auditor Firm ID: 185 .
Pursuant to General Instruction G(3) to Form 10-K, we incorporate by reference into this Item the information to be disclosed in our definitive proxy statement for our 2026 Annual Meeting of Stockholders.
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PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a)(1) and (a)(2) Financial Statements and Financial Statement Schedules
The consolidated financial statements are listed on the Index to Financial Statements to this Annual Report on Form 10-K beginning on page F-1.
(a)(3) Exhibits.
Exhibit
Number
Description of Exhibit
2.1
Simplification Agreement, dated as of October 9, 2018, by and among AMGP GP LLC, Antero Midstream GP LP, Antero IDR Holdings LLC, Arkrose Midstream Preferred Co LLC, Arkrose Midstream NewCo Inc., Arkrose Midstream Merger Sub LLC, Antero Midstream Partners GP LLC and Antero Midstream Partners LP (incorporated by reference to Exhibit 2.1 to Antero Midstream GP LP’s Current Report on Form 8-K (Commission File No. 001-38075) filed on October 10, 2018).
3.1
Amended and Restated Certificate of Incorporation of Antero Resources Corporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (Commission File No. 001-36120) filed on October 17, 2013).
3.2
Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Antero Resources Corporation, dated June 8, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on June 8, 2023) .
3.3
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).
4.1
Indenture related to the 8.375% Senior Notes due 2026, dated as of January 4, 2021, 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. 001-36120) filed on January 4, 2021).
4.2
Form of 8.375% Senior Note due 2026 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on January 4, 2021).
4.3
Registration Rights Agreement, dated as of October 16, 2013, by and among Antero Resources Corporation and the owners of the membership interests in Antero Resources Investment LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on October 17, 2013).
4.4*
Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended.
4.5
Indenture related to the 7.625% Senior Notes due 2029, dated as of January 26, 2021, 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. 001-36120) filed on February 1, 2021).
4.6
Form of 7.625% Senior Note due 2029 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on February 1, 2021).
4.7
Indenture related to the 5.375% Senior Notes due 2030, dated as of June 1, 2021, 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. 001-36120) filed on June 1, 2021).
4.8
Form of 5.375% Senior Note due 2030 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on June 1, 2021).
4.9
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. 001-36120) filed on January 28, 2026).
4.10
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. 001-36120) filed on January 28, 2026) .
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Exhibit
Number
Description of Exhibit
10.1
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).
10.2
Amended and Restated Contribution Agreement, dated as of November 10, 2014, by and between Antero Resources Corporation and Antero Midstream Partners LP (incorporated by reference to Exhibit 10.1 to Antero Midstream Partners LP’s Current Report on Form 8-K (Commission File No. 001-36719) filed on November 17, 2014).
10.3
Agreement and Plan of Merger, dated as of October 1, 2013, by and among Antero Resources Corporation, Antero Resources LLC and Antero Resources Investment LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (Commission File No. 333-164876) filed on October 11, 2013).
10.4
Second Amended and Restated Gathering and Compression Agreement, dated as of December 8, 2019, by and between Antero Resources Corporation and Antero Midstream LLC (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K (Commission File No. 001-36120) filed on February 12, 2020).
10.5
Second Amended and Restated Right of First Offer Agreement, dated as of February 13, 2018, by and between Antero Resources Corporation and Antero Midstream LLC (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (Commission File No. 001-36120) filed on April 25, 2018).
10.6
License Agreement, dated as of November 10, 2014, by and between Antero Resources Corporation and Antero Midstream Partners LP (incorporated by reference to Exhibit 10.4 to Antero Midstream Partners LP’s Current Report on Form 8-K (Commission File No. 001-36719) filed on November 17, 2014).
10.7
Amended and Restated Secondment Agreement, effective as of March 13, 2019, by and between Antero Midstream Corporation, Antero Midstream Partners LP, Antero Midstream Partners GP LLC, Antero Midstream LLC, Antero Water LLC, Antero Treatment LLC and Antero Resources Corporation (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K (Commission File No. 001-36120) filed on February 12, 2020).
10.8
Second Amended and Restated Services Agreement, effective as of March 13, 2019, by and among Antero Midstream Partners LP, Antero Midstream Corporation, Antero Midstream Partners GP LLC and Antero Resources Corporation (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K (Commission File No. 001-36120) filed on February 12, 2020).
10.9**
Amended and Restated Water Services Agreement dated as of February 12, 2019, by and between Antero Resources Corporation and Antero Water LLC (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K (Commission File No. 001-36120) filed on February 13, 2019).
10.10
Lender Certificate, dated October 29, 2019, delivered by Royal Bank of Canada, and agreed to and accepted by JPMorgan Chase Bank, N.A., as Administrative Agent, and Antero Resources Corporation (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K (Commission File No. 001-36120) filed on February 12, 2020).
10.11
Sixth Amended and Restated Credit Agreement, dated as of October 26, 2021, by and among Antero Resources Corporation, as Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-36120) filed on October 27, 2021).
10.12†
Form of Amended and Restated Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on April 17, 2018).
10.13†
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. 001-36120) filed on July 9, 2020).
10.14
Stockholders’ Agreement, dated as of October 9, 2018, by and among Antero Midstream GP LP, Arkrose Subsidiary Holdings LLC, Warburg Pincus Private Equity X O&G, L.P., Warburg Pincus X Partners, L.P., Warburg Pincus Private Equity VIII, LP, Warburg Pincus Netherlands Private Equity VIII C.V.I. WP-WPVIII Investors, L.P., Yorktown Energy Partners V, L.P., Yorktown Energy Partners VI, L.P., Yorktown Energy Partners VII, L.P., Yorktown Energy Partners VIII, L.P., Paul M. Rady, Mockingbird Investment, LLC, Glen C. Warren, Jr. and Canton Investment Holdings 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 10, 2018).
10.15
Registration Rights Agreement, dated March 12, 2019, by and among Antero Midstream Corporation, the Company, Arkrose Subsidiary Holdings LLC, Glen C. Warren, Jr., Canton Investment Holdings LLC, Paul M. Rady, Mockingbird Investments, LLC and other holders named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on March 13, 2019).
10.16†
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).
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Exhibit
Number
Description of Exhibit
10.17†
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).
10.18†
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. 001-36120) filed on April 30, 2025).
10.19†
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. 001-36120) filed on June 6, 2024).
10.20
Amended and Restated Credit Agreement, dated as of July 30, 2024, among Antero Resources Corporation, as Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-36120) filed on July 31, 2024).
10.21†
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. 001-36120) filed on August 14, 2025).
10.22†
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. 001-36120) filed on September 23, 2025).
10.23†*
Form of Antero Resources Corporation Executive Severance Plan Participation Agreement.
10.24†*
Antero Resources Corporation Executive Severance Plan Participation Agreement, by and between Antero Resources Corporation and Paul Rady, dated October 2 , 2025.
10.25
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. 001-36120) filed on October 29, 2025).
10.26***
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. 001-36120) filed on December 8, 2025).
10.27***
Amendment No. 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. 001-36120) filed on February 3, 2026).
10.28***
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. 001-36120) filed on December 8, 2025).
10.29***
Letter Agreement, by and between Antero Resources Corporation and Antero Midstream Partners LP, effective as of December 5, 2025.
10.30***
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. 001-36120) filed on February 3, 2026).
19.1
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. 001-36120) filed on February 12, 2025).
21.1*
Subsidiaries of Antero Resources Corporation.
23.1*
Consent of KPMG LLP.
23.2*
Consent of DeGolyer and MacNaughton.
31.1*
Certification of the Company’s Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 7241).
31.2*
Certification of the Company’s Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 7241).
32.1*
Certification of the Company’s Chief Executive Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 1350).
32.2*
Certification of the Company’s Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 1350).
97.1
Antero Resources Corporation Incentive Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K (Commission File No. 001-36120) filed on February 14, 2024).
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Exhibit
Number
Description of Exhibit
99.1*
Report of DeGolyer and MacNaughton, dated as of January 13, 2026, for proved reserves as of December 31, 2025.
99.2
Report of DeGolyer and MacNaughton, dated as of January 20, 2025, for proved reserves as of December 31, 2024. (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).
99.3
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. 001-36120) filed on February 14, 2024).
101*
The following financial information from this Form 10-K of Antero Resources Corporation for the year ended December 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements, tagged as blocks of text.
104*
Cover Page Interactive Data File (embedded within the Inline XBRL document).
The exhibits marked with the asterisk symbol (*) are filed or furnished with this Annual Report on Form 10-K.
** Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
*** Certain of the schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the U.S. Securities and Exchange Commission upon request. 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.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ANTERO RESOURCES CORPORATION
By:
/s/ Brendan E. Krueger
Brendan E. Krueger
Chief Financial Officer, Senior Vice President – Finance and Treasurer
Date:
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.
Signature
Title
Date
/s/ Michael N. Kennedy
Director, Chief Executive Officer and President
February 11, 2026
Michael N. Kennedy
(principal executive officer)
/s/ Brendan E. Krueger
Chief Financial Officer, Senior Vice President – Finance and Treasurer
February 11, 2026
Brendan E. Krueger
(principal financial officer)
/s/ Sheri L. Pearce
Senior Vice President – Accounting and Chief Accounting Officer
February 11, 2026
Sheri L. Pearce
(principal accounting officer)
/s/ Benjamin A. Hardesty
Chairman of the Board, Director
February 11, 2026
Benjamin A. Hardesty
/s/ W. Howard Keenan, Jr
Director
February 11, 2026
W. Howard Keenan, Jr.
/s/ Jeffrey S. Muñoz
Director
February 11, 2026
Jeffrey S. Muñoz
/s/ Jacqueline C. Mutschler
Director
February 11, 2026
Jacqueline C. Mutschler
/s/ Brenda R. Schroer
Director
February 11, 2026
Brenda R. Schroer
/s/ Vicky Sutil
Director
February 11, 2026
Vicky Sutil
/s/ Thomas B. Tyree, Jr.
Director
February 11, 2026
Thomas B. Tyree, Jr.
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INDEX TO FINANCIAL STATEMENTS
Page
Audited Consolidated Financial Statements as of December 31, 2024 and 2025 and for the Years Ended December 31, 2023, 2024 and 2025
Report of Independent Registered Public Accounting Firm
F-2
Consolidated Balance Sheets
F-4
Consolidated Statements of Operations and Comprehensive Income
F-5
Consolidated Statements of Equity
F-6
Consolidated Statements of Cash Flows
F-7
Notes to Consolidated Financial Statements
F-8
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors
Antero Resources Corporation:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Antero Resources Corporation and subsidiaries (the Company) as of December 31, 2024 and 2025, the related consolidated statements of operations and comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2025, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
F-2
Table of Contents
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of the estimated oil and gas reserves on depletion expense related to proved oil and gas properties
As discussed in Note 2 to the consolidated financial statements, the Company calculates depletion expense related to its proved oil and gas properties using the unit-of-production method. Under such method, capitalized costs are amortized over total estimated proved oil and gas reserves. For the year ended December 31, 2025, the Company recorded depletion expense related to proved oil and gas properties of $742 million. The estimation of proved oil and gas reserves requires the expertise of professional petroleum reservoir engineers, who take into consideration future production and operating costs. The Company engages external reservoir engineering specialists to perform an independent evaluation of those proved oil and gas reserve estimates.
We identified the assessment of the impact of estimated oil and gas reserves on depletion expense related to proved oil and gas properties as a critical audit matter. Complex auditor judgment was required in evaluating the Company’s estimate of proved oil and gas reserves, which is an input in the depletion expense calculation. Specifically, auditor judgment was required to evaluate the assumptions used by the Company related to future production and operating costs, because changes to these assumptions could have a significant impact on the estimated oil and gas reserves.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s depletion expense process, including controls related to the estimation of proved oil and gas reserves used in the depletion expense calculation. We evaluated (1) the professional qualifications of the Company’s internal reservoir engineers as well as the external reservoir engineering specialists and the external engineering firm, (2) the knowledge, skills, and ability of the Company’s internal and external reservoir engineers, and (3) the relationship of the external reservoir engineering specialists and external engineering firm to the Company. We assessed the methodology used by the Company’s internal reservoir engineers to estimate proved oil and gas reserves and the methodology used by the external reservoir engineering specialists to evaluate those reserve estimates for compliance with industry and regulatory standards. We compared the forecasted production assumptions used by the internal reservoir engineers to historical production rates. We evaluated the operating cost assumptions utilized by the internal reservoir engineers by comparing them to historical costs. We read and considered the report of the Company’s external reservoir engineering specialists in connection with our evaluation of the Company’s reserve estimates.
/s/ KPMG LLP
We have served as the Company’s auditor since 2003.
Denver, Colorado
February 11, 2026
F-3
Table of Contents
ANTERO RESOURCES CORPORATION
Consolidated Balance Sheets
(In thousands, except per share amounts)
December 31,
2024
2025
Assets
Current assets:
Restricted cash
$
—
210,000
Accounts receivable
34,413
33,773
Accrued revenue
453,613
473,453
Derivative instruments
1,050
68,913
Prepaid expenses
12,423
14,554
Current assets held for sale
—
20,269
Other current assets
6,047
10,818
Total current assets
507,546
831,780
Property and equipment:
Oil and gas properties, at cost (successful efforts method):
Unproved properties
879,483
796,705
Proved properties
14,395,680
14,049,003
Gathering systems and facilities
5,802
—
Other property and equipment
105,871
113,020
15,386,836
14,958,728
Less accumulated depletion, depreciation and amortization
( 5,699,286 )
( 5,753,416 )
Property and equipment, net
9,687,550
9,205,312
Operating leases right-of-use assets
2,549,398
2,132,509
Derivative instruments
1,296
12,524
Investment in unconsolidated affiliate
231,048
245,653
Assets held for sale
—
754,737
Other assets
33,212
62,892
Total assets
$
13,010,050
13,245,407
Liabilities and Equity
Current liabilities:
Accounts payable
$
62,213
49,514
Accounts payable, related parties
111,066
101,454
Accrued liabilities
402,591
338,847
Revenue distributions payable
315,932
384,777
Derivative instruments
31,792
—
Short-term lease liabilities
493,894
516,256
Deferred revenue, VPP
25,264
23,502
Current liabilities held for sale
—
62,310
Other current liabilities
3,175
26,653
Total current liabilities
1,445,927
1,503,313
Long-term liabilities:
Long-term debt
1,489,230
1,397,976
Deferred income tax liability, net
693,341
907,306
Derivative instruments
17,233
—
Long-term lease liabilities
2,050,337
1,612,288
Deferred revenue, VPP
35,448
11,946
Liabilities held for sale
—
39,789
Other liabilities
62,001
57,140
Total liabilities
5,793,517
5,529,758
Commitments and contingencies
Equity:
Stockholders' equity:
Preferred stock, $ 0.01 par value; authorized - 50,000 shares; none issued
—
—
Common stock, $ 0.01 par value; authorized - 1,000,000 shares; 311,165 and 308,510 shares issued and outstanding as of December 31, 2024 and December 31, 2025, respectively
3,111
3,085
Additional paid-in capital
5,909,373
5,865,447
Retained earnings
1,109,166
1,682,295
Total stockholders' equity
7,021,650
7,550,827
Noncontrolling interests
194,883
164,822
Total equity
7,216,533
7,715,649
Total liabilities and equity
$
13,010,050
13,245,407
See accompanying notes to consolidated financial statements.
F-4
Table of Contents
ANTERO RESOURCES CORPORATION
Consolidated Statements of Operations and Comprehensive Income
(In thousands, except per share amounts)
Year Ended December 31,
2023
2024
2025
Revenue and other:
Natural gas sales
$
2,192,349
1,818,297
2,873,241
Natural gas liquids sales
1,836,950
2,066,975
1,986,840
Oil sales
247,146
230,027
150,158
Commodity derivative fair value gains
166,324
731
111,049
Marketing
206,122
179,069
125,900
Amortization of deferred revenue, VPP
30,552
27,101
25,264
Other revenue and income
2,529
3,396
3,371
Total revenue
4,681,972
4,325,596
5,275,823
Operating expenses:
Lease operating
118,441
118,693
135,124
Gathering, compression, processing and transportation
2,642,358
2,702,930
2,857,426
Production and ad valorem taxes
158,855
207,671
163,135
Marketing
284,965
244,906
190,206
Exploration
2,700
2,618
2,990
General and administrative (including equity-based compensation expense of $ 59,519 , $ 66,462 and $ 60,812 in 2023, 2024 and 2025, respectively)
224,516
229,338
232,526
Depletion, depreciation and amortization
746,849
762,068
749,675
Impairment of property and equipment
51,302
47,433
29,358
Accretion of asset retirement obligations
3,244
3,759
3,892
Contract termination, loss contingency and settlements
52,606
4,468
28,012
Loss (gain) on sale of assets
( 447 )
862
( 266 )
Other operating expense
336
390
99
Total operating expenses
4,285,725
4,325,136
4,392,177
Operating income
396,247
460
883,646
Other income (expense):
Interest expense, net
( 117,870 )
( 118,207 )
( 83,682 )
Equity in earnings of unconsolidated affiliate
82,952
93,787
98,484
Loss on early extinguishment of debt
—
( 528 )
( 3,628 )
Loss on convertible note inducements
( 374 )
—
—
Transaction expense
—
—
( 4,386 )
Total other income (expense)
( 35,292 )
( 24,948 )
6,788
Income (loss) before income taxes
360,955
( 24,488 )
890,434
Income tax (expense) benefit
( 63,626 )
118,185
( 215,867 )
Net income and comprehensive income including noncontrolling interests
297,329
93,697
674,567
Less: net income and comprehensive income attributable to noncontrolling interests
98,925
36,471
40,149
Net income and comprehensive income attributable to Antero Resources Corporation
$
198,404
57,226
634,418
Income per share—basic
$
0.66
0.18
2.05
Income per share—diluted
$
0.64
0.18
2.03
Weighted average number of common shares outstanding:
Basic
299,793
309,489
309,719
Diluted
311,597
313,414
312,361
See accompanying notes to consolidated financial statements.
F-5
Table of Contents
ANTERO RESOURCES CORPORATION
Consolidated Statements of Equity
(In thousands)
Additional
Retained Earnings
Common Stock
Paid-in
(Accumulated
Treasury Stock
Noncontrolling
Total
Shares
Amount
Capital
Deficit)
Shares
Amount
Interests
Equity
Balances, December 31, 2022
297,393
$
2,974
5,838,848
878,523
( 34 )
$
( 1,160 )
262,596
6,981,781
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
1,735
17
( 30,384 )
—
—
—
—
( 30,367 )
Conversion of 2026 Convertible Notes
7,032
70
30,061
—
—
—
—
30,131
Repurchases and retirements of common stock
( 2,616 )
( 26 )
( 51,503 )
( 24,987 )
34
1,160
—
( 75,356 )
Equity-based compensation
—
—
59,519
—
—
—
—
59,519
Distributions to noncontrolling interests
—
—
—
—
—
—
( 128,823 )
( 128,823 )
Net income and comprehensive income
—
—
—
198,404
—
—
98,925
297,329
Balances, December 31, 2023
303,544
3,035
5,846,541
1,051,940
—
—
232,698
7,134,214
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
1,547
15
( 29,620 )
—
—
—
—
( 29,605 )
Conversion of 2026 Convertible Notes
6,074
61
25,990
—
—
—
—
26,051
Equity-based compensation
—
—
66,462
—
—
—
—
66,462
Distributions to noncontrolling interests
—
—
—
—
—
—
( 74,286 )
( 74,286 )
Net income and comprehensive income
—
—
—
57,226
—
—
36,471
93,697
Balances, December 31, 2024
311,165
3,111
5,909,373
1,109,166
—
—
194,883
7,216,533
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
1,302
13
( 29,662 )
—
—
—
—
( 29,649 )
Repurchases and retirements of common stock
( 3,957 )
( 39 )
( 75,076 )
( 61,289 )
—
—
—
( 136,404 )
Equity-based compensation
—
—
60,812
—
—
—
—
60,812
Distributions to noncontrolling interests
—
—
—
—
—
—
( 70,210 )
( 70,210 )
Net income and comprehensive income
—
—
—
634,418
—
—
40,149
674,567
Balances, December 31, 2025
308,510
$
3,085
5,865,447
1,682,295
—
$
—
164,822
7,715,649
See accompanying notes to consolidated financial statements.
F-6
Table of Contents
ANTERO RESOURCES CORPORATION
Consolidated Statements of Cash Flows
(In thousands)
Year Ended December 31,
2023
2024
2025
Cash flows provided by (used in) operating activities:
Net income including noncontrolling interests
$
297,329
93,697
674,567
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion, depreciation, amortization and accretion
750,093
765,827
753,567
Impairment of property and equipment
51,302
47,433
29,358
Commodity derivative fair value gains
( 166,324 )
( 731 )
( 111,049 )
Settled commodity derivative gains (losses)
( 25,383 )
10,154
( 17,068 )
Payments for derivative monetizations
( 202,339 )
—
—
Deferred income tax expense (benefit)
62,039
( 118,640 )
213,965
Equity-based compensation expense
59,519
66,462
60,812
Equity in earnings of unconsolidated affiliate
( 82,952 )
( 93,787 )
( 98,484 )
Dividends of earnings from unconsolidated affiliate
125,138
125,197
125,255
Amortization of deferred revenue
( 30,552 )
( 27,101 )
( 25,264 )
Amortization of debt issuance costs and other
2,264
2,420
937
Settlement of asset retirement obligations
( 718 )
( 3,571 )
( 270 )
Contract termination, loss contingency and settlements
12,100
5,344
15,370
Loss (gain) on sale of assets
( 447 )
862
( 266 )
Loss on early extinguishment of debt
—
528
3,628
Loss on convertible note inducements
374
—
—
Changes in current assets and liabilities:
Accounts receivable
7,550
25,410
( 142 )
Accrued revenue
306,880
( 52,808 )
( 39,239 )
Prepaid expenses and other current assets
14,890
8,680
( 6,990 )
Accounts payable including related parties
( 16,837 )
35,301
( 2,345 )
Accrued liabilities
( 62,419 )
1,280
( 44,984 )
Revenue distributions payable
( 106,429 )
( 45,849 )
85,975
Other current liabilities
( 357 )
3,180
13,597
Net cash provided by operating activities
994,721
849,288
1,630,930
Cash flows provided by (used in) investing activities:
Additions to unproved properties
( 151,135 )
( 90,995 )
( 129,247 )
Drilling and completion costs
( 964,346 )
( 614,855 )
( 685,468 )
Additions to other property and equipment
( 16,382 )
( 10,929 )
( 5,407 )
Acquisitions of oil and gas properties
—
—
( 253,128 )
Proceeds from asset sales
447
9,499
16,277
Change in other assets
( 9,351 )
( 6,873 )
( 20,840 )
Net cash used in investing activities
( 1,140,767 )
( 714,153 )
( 1,077,813 )
Cash flows provided by (used in) financing activities:
Repurchases of common stock
( 75,355 )
—
( 136,404 )
Repayment of senior notes
—
—
( 141,733 )
Borrowings on Credit Facility
4,501,400
4,130,900
4,909,000
Repayments on Credit Facility
( 4,119,000 )
( 4,154,900 )
( 4,863,600 )
Payment of debt issuance costs
( 605 )
( 6,138 )
( 8,983 )
Distributions to noncontrolling interests
( 128,823 )
( 74,286 )
( 70,210 )
Employee tax withholding for settlement of equity-based compensation awards
( 30,367 )
( 29,605 )
( 29,649 )
Convertible note inducements
( 374 )
—
—
Other
( 830 )
( 1,106 )
( 1,538 )
Net cash provided by (used in) financing activities
146,046
( 135,135 )
( 343,117 )
Net increase in cash, cash equivalents and restricted cash
—
—
210,000
Cash, cash equivalents and restricted cash, beginning of period
—
—
—
Cash, cash equivalents and restricted cash, end of period
$
—
—
210,000
Supplemental disclosure of cash flow information:
Cash paid during the period for interest
$
113,910
120,058
88,079
Increase (decrease) in accounts payable and accrued liabilities for additions to property and equipment
$
( 60,762 )
10,525
( 27,325 )
Increase in other current liabilities for acquisitions of oil and gas properties
$
—
—
7,479
See accompanying notes to consolidated financial statements.
F-7
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements
(1) Organization
Antero Resources Corporation (individually referred to as “Antero” and together with its consolidated subsidiaries “Antero Resources,” or the “Company”) is engaged in the development, production, exploration and acquisition of natural gas, NGLs and oil properties in the Appalachian Basin in West Virginia and Ohio. 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. The Company’s corporate headquarters is located in Denver, Colorado.
(2 ) Summary of Significant Accounting Policies
(a)
Basis of Presentation
The accompanying consolidated financial statements of the Company have been prepared in accordance with GAAP. In the opinion of management, the accompanying consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly the Company’s financial position as of December 31, 2024 and 2025, and its results of operations and cash flows for the years ended December 31, 2023, 2024 and 2025. The Company has no items of other comprehensive income or loss; therefore, its net income or loss is equal to its comprehensive income or loss.
(b)
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Antero Resources Corporation, its wholly owned subsidiaries and its VIE, Martica, for which the Company is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in the Company’s consolidated financial statements.
For the years ended December 31, 2023, 2024 and 2025, the Company determined that Martica is a VIE for which Antero is the primary beneficiary. Therefore, Martica’s accounts are consolidated in the Company’s consolidated financial statements. Antero is the primary beneficiary of Martica based on its power to direct the activities that most significantly impact Martica’s economic performance, and its obligation to absorb losses of, or right to receive benefits from, Martica that could be significant to Martica. In reaching such determination that Antero is the primary beneficiary of Martica, the Company considered the following:
● Martica was formed to hold certain overriding royalty interests across the Company’s existing asset base;
● substantially all of Martica’s revenues are derived from production from the Company’s natural gas, NGLs and oil properties in the Appalachian Basin in West Virginia and Ohio;
● Antero owns the Class B Units in Martica, which entitle Antero to receive distributions in respect of the Incremental Override (as defined in Note 3—Transactions); and
● Antero provides accounting, administrative and other services to Martica under a Management Services Agreement.
The Company accounts for its interest in Antero Midstream using the equity method of accounting. As of December 31, 2024 and 2025, the Company had a 29 % interest in Antero Midstream. Investments in entities for which the Company exercises significant influence, but not control, are accounted for under the equity method. The Company’s judgment regarding the level of influence over its equity method investments includes considering key factors such as the Company’s ownership interest, representation on the board of directors, participation in the policy-making decisions of the investee and material intercompany transactions. Such investments are included in investment in unconsolidated affiliate on the Company’s consolidated balance sheets. Income (loss) from an investee that is accounted for under the equity method is included in equity in earnings (loss) of unconsolidated affiliate on the Company’s consolidated statements of operations and comprehensive income and cash flows. When the Company records its proportionate share of net income (loss), it is recorded in equity in earnings (loss) of unconsolidated affiliate in the statements of operations and comprehensive income and the carrying value of that investment on the Company’s balance sheet. Distributions received from an equity method investee are recorded as reductions to the carrying value of that investment on the Company’s balance sheet. 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. 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. See Note 5—Equity Method Investments for additional information.
F-8
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
Distributions received from equity method investees are recorded as reductions to the carrying value of the investment on the consolidated balance sheet. The Company accounts for distributions received from equity method investees under the “nature of the distribution” approach. Under this approach, distributions received from equity method investees are classified on the basis of the nature of the activity or activities of the investee that generated the distribution as either a return on investment (classified as cash provided by operating activities) or a return of investment (classified as cash provided by investing activities).
(c)
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect revenues, expenses, assets, liabilities and the disclosure of contingent assets and liabilities. Changes in facts and circumstances or discovery of new information may result in revised estimates, and actual results could differ from those estimates.
The Company’s consolidated financial statements are based on a number of significant estimates, including estimates of natural gas, NGLs and oil reserve quantities, which are the basis for the calculation of depletion and impairment of oil and gas properties. Reserve estimates, by their nature, are inherently imprecise. Other items in the Company’s consolidated financial statements that involve the use of significant estimates include derivative assets and liabilities, accrued revenue, deferred and current income taxes, asset retirement obligations and commitments and contingencies.
(d)
Risks and Uncertainties
The markets for natural gas, NGLs and oil have, and continue to, experience significant price fluctuations. Price fluctuations can result from variations in weather, levels of production, availability of storage capacity transportation to other regions of the country, the level of imports to and exports from the United States and various other factors. Increases or decreases in the prices the Company receives for its production could have a significant impact on the Company’s future results of operations and reserve quantities.
(e)
Cash and Cash Equivalents
The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short term nature of these instruments. From time to time, the Company may be in the position of a “book overdraft” in which outstanding checks exceed cash and cash equivalents. The Company classifies book overdrafts in accounts payable and revenue distributions payable within its consolidated balance sheets, and classifies the change in accounts payable associated with book overdrafts as an operating activity within its consolidated statements of cash flows. As of December 31, 2024, the book overdrafts included within accounts payable and revenue distributions payable were $ 14 million and $ 17 million, respectively. As of December 31, 2025, the book overdrafts included within accounts payable and revenue distributions payable were each $ 18 million.
(f)
Restricted Cash
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. 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.
(g)
Oil and Gas Properties
The Company accounts for its natural gas, NGLs and oil exploration and development activities under the successful efforts method of accounting. Under the successful efforts method, the costs incurred to acquire, drill and complete productive wells, development wells and undeveloped leases are capitalized. Oil and gas lease acquisition costs are also capitalized. Exploration costs, including personnel and other internal costs, geological and geophysical expenses, delay rentals for gas and oil leases, and costs associated with unsuccessful lease acquisitions are expensed as incurred. Exploratory drilling costs are initially capitalized, but expensed if the Company determines that the well does not contain reserves in commercially viable quantities. The Company reviews exploration costs related to wells-in- progress at the end of each quarter and determines, based on known results of drilling at that time, whether the costs should continue to be capitalized pending further well testing and results, or expensed. The sale of a partial interest in a proved property is accounted for as a normal retirement, and no gain or loss is recognized as long as this treatment does not significantly affect the units-of- production amortization rate. A gain or loss is recognized for all other sales of producing properties.
F-9
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
Unproved properties are assessed for impairment on a property-by- property basis, and any impairment in value is charged to expense. Impairment is assessed based on remaining lease terms, commodity price outlooks, future plans to develop acreage, drilling results and reservoir performance of wells in the area. Unproved properties and the related costs are transferred to proved properties when reserves are discovered on, or otherwise attributed to, the property. Proceeds from sales of partial interests in unproved properties are accounted for as a cost recovery without recognition of any gain or loss until the cost has been recovered. Impairment of unproved properties was $ 51 million, $ 47 million and $ 29 million for the years ended December 31, 2023, 2024 and 2025, respectively.
The Company evaluates the carrying amount of its proved natural gas, NGLs and oil properties for impairment on a geological reservoir basis whenever events or changes in circumstances indicate that a property’s carrying amount may not be recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company would estimate the fair value of its properties and record an impairment expense for any excess of the carrying amount of the properties over the estimated fair value of the properties. Factors used to estimate fair value may include estimates of proved reserves, estimated future commodity prices, future production estimates and anticipated capital expenditures, using a commensurate discount rate. The Company did no t incur any impairment expenses associated with its proved properties during the years ended December 31, 2023, 2024 and 2025.
As of December 31, 2025, the Company did not have capitalized costs related to exploratory wells-in-progress that have been deferred for longer than one year pending determination of proved reserves.
Depletion of oil and gas properties is calculated on a geological reservoir basis using the units-of- production method. 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.
(h)
Other Property and Equipment
Other property and equipment assets are depreciated using the straight-line method over their estimated useful lives, which range from two to 20 years . Depreciation expense for other property and equipment was $ 8 million for each of the years ended December 31, 2023, 2024 and 2025. 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. Generally, the basis for making such assessments is undiscounted future cash flow projections for the assets being assessed. 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. There were no such impairments for the years ended December 31, 2023, 2024 and 2025.
(i)
Debt Issuance Costs
Debt issuance costs represent loan origination fees and other initial borrowing costs. Such costs are capitalized and included in Other assets on the consolidated balance sheets if related to the Company’s Credit Facility, and are included as a reduction to Long-term debt on the consolidated balance sheets if related to the issuance of the Company’s Senior Notes and 2026 Convertible Notes. These costs are amortized over the term of the related debt instrument. The Company charges expense for unamortized debt issuance costs if the credit facility is retired prior to its maturity date. As of December 31, 2024, the Company had $ 9 million of unamortized debt issuance costs included in other long-term assets, and $ 8 million of unamortized debt issuance costs included as a reduction to long-term debt. 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. 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.
F-10
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(j)
Derivative Financial Instruments
In order to manage its exposure to natural gas, NGLs and oil price volatility, the Company may enter into derivative transactions from time to time, which contracts may include commodity fixed price swaps, basis swaps, collars and other similar agreements related to the price risk associated with the Company’s production. To the extent legal right of offset exists with a counterparty, the Company reports derivative assets and liabilities on a net basis. The Company has exposure to credit risk to the extent that the counterparty is unable to satisfy its settlement obligations. Cash flows from derivative instruments are classified in operating activities on the Company’s consolidated statements of cash flows. The Company actively monitors the creditworthiness of counterparties and assesses the impact, if any, on its derivative positions.
The Company records derivative instruments on the consolidated balance sheets as either assets or liabilities measured at fair value and records changes in the fair value of derivatives in current earnings as they occur. Changes in the fair value of commodity derivatives, including gains or losses on settled derivatives, are classified as revenues on the Company’s consolidated statements of operations and comprehensive income. The Company’s derivatives have not been designated as hedges for accounting purposes.
(k)
Asset Retirement Obligations
The Company is obligated to dispose of certain long- lived assets upon their abandonment. The Company’s asset retirement obligations (“AROs”) relate primarily to its obligation to plug and abandon oil and gas wells at the end of their lives. AROs are recorded at estimated fair value, measured by reference to the expected future cash outflows required to satisfy the retirement obligations, which is then discounted at the Company’s credit-adjusted, risk- free interest rate. Revisions to estimated AROs often result from changes in retirement cost estimates or changes in the estimated timing of abandonment. The fair value of the liability is added to the carrying amount of the associated asset, and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense.
(l)
Environmental Liabilities
Environmental expenditures that relate to an existing condition caused by past operations, and that do not contribute to current or future revenue generation, are expensed as incurred. Liabilities are accrued when environmental assessments and/or clean-up is probable and the costs can be reasonably estimated. These liabilities are adjusted as additional information becomes available or circumstances change. As of December 31, 2024 and 2025, the Company did not have a material amount accrued for any environmental liabilities, nor has the Company been cited for any environmental violations that it believes are likely to have a material adverse effect on its financial position, results of operations or cash flows.
(m)
Natural Gas, NGLs and Oil Revenues
The Company’s revenues are primarily derived from the sale of natural gas and oil production, as well as the sale of NGLs that are extracted from the Company’s natural gas. Sales of natural gas, NGLs and oil are recognized when the Company satisfies a performance obligation by transferring control of a product to a customer. Payment is generally received in the month following the sale.
Under the Company’s natural gas sales contracts, it delivers natural gas to the purchaser at an agreed upon delivery point. Natural gas is transported from the wellheads to delivery points specified under sales contracts. To deliver natural gas to these points, Antero Midstream or other third parties gather, compress, process and transport the Company’s natural gas. The Company maintains control of the natural gas during gathering, compression, processing and transportation. The Company’s sales contracts provide that it receives a specific index price adjusted for pricing differentials. The Company transfers control of the product at the delivery point and recognizes revenue based on the contract price. The costs incurred to gather, compress, process and transport natural gas are recorded as Gathering, compression, processing and transportation expense on the Company’s consolidated statements of operations and comprehensive income.
NGLs, which are extracted from natural gas through processing, are either sold by the Company directly or by the processor under processing contracts. For NGLs sold by the Company directly, the sales contracts primarily provide that the Company delivers the product to the purchaser at an agreed upon delivery point and that it receives a specific index price adjusted for pricing differentials. The Company transfers control of the product to the purchaser at the delivery point and recognizes revenue based on the contract price. The costs incurred to process and transport NGLs are recorded as Gathering, compression, processing and transportation expense. For NGLs sold by the processor, the Company’s processing contracts provide that the Company transfers control to the processor at the tailgate of the processing plant and it recognizes revenue based on the price received from the processor.
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Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
Under the Company’s oil sales contracts, Antero Resources’ generally sells oil to purchasers and collects a contractually agreed upon index price, net of pricing differentials. The Company recognizes revenue based on the contract price when it transfers control of the product to a purchaser. 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.
(n)
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. The Company retains control of the purchased natural gas and NGLs prior to delivery to the purchaser. The Company has concluded that it is the principal in these arrangements and therefore, the Company recognizes revenue on a gross basis, with costs to purchase and transport natural gas and NGLs presented as marketing expenses. Contracts to sell third-party gas and NGLs are generally subject to similar terms as contracts to sell the Company’s produced natural gas and NGLs. The Company satisfies performance obligations to the purchaser by transferring control of the product at the delivery point and recognizes revenue based on the contract price received from the purchaser. Fees generated from the sale of excess firm transportation marketed to third parties are included in Marketing revenue on the Company’s consolidated statements of operations and comprehensive income.
Marketing expenses include the cost of purchased third-party natural gas and NGLs. The Company classifies firm transportation costs related to capacity contracted for in advance of having sufficient production and infrastructure to fully utilize the capacity (excess capacity) as marketing expenses since it is marketing this excess capacity to third parties. Firm transportation for which the Company has sufficient production capacity (even though it may not use the transportation capacity because of alternative delivery points with more favorable pricing) is considered unutilized capacity and is charged to transportation expense on the Company’s consolidated statements of operations.
(o)
Deferred Revenue
Under the terms of the Company’s volumetric production payment transaction (“VPP”), the Company is obligated to deliver certain natural gas volumes from specified wells to an overriding royalty interest owner over the term of the arrangement. The Company has accounted for the VPP as a conveyance under FASB ASC Topic 932, Extractive Industries—Oil and Gas (“ASC 932”), which requires the net proceeds to be recorded as deferred revenue due to the Company’s future performance obligations. Revenue is recognized as volumes are delivered using the units-of-production method over the term of the VPP in Amortization of deferred revenue on the Company’s consolidated statements of operations and comprehensive income.
(p)
Concentrations of Credit Risk
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. 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. 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. 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. 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. The Company believes that the counterparty currently is an acceptable credit risk.
The Company, at times, may have cash in banks in excess of federally insured amounts.
F-12
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(q)
Income Taxes
The Company recognizes deferred income tax assets and liabilities for temporary differences resulting from NOL carryforwards for income tax purposes and the differences between the financial statement and tax basis of assets and liabilities. The effect of changes in tax laws or tax rates is recognized in income during the period such changes are enacted. The effect of tax credits related to historical periods is recognized during the period when such credit is claimed on a filed tax return. Deferred income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred income tax assets will not be realized.
Unrecognized tax benefits represent potential future tax obligations for uncertain tax positions taken or expected to be taken on tax returns that may not ultimately be sustained. 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.
On July 4, 2025, Public Law No. 119-21, commonly referred to as the One Big Beautiful Bill Act (the “OBBB”), was enacted. The OBBB contains a broad range of changes to U.S. federal income tax laws and makes permanent or modifies certain provisions of Public Law No. 115-97, commonly referred to as the Tax Cuts and Jobs Act. 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. All effects of changes in tax laws are recognized in the consolidated financial statements during the period of enactment. 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. The OBBB did not have a material effect on income tax expense for the year ending December 31, 2025.
(r)
Fair Value Measurements
The FASB ASC Topic 820, Fair Value Measurements and Disclosures , clarifies the definition of fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This guidance also relates to all nonfinancial assets and liabilities that are not recognized or disclosed on a recurring basis (e.g., those measured at fair value in a business combination, the initial recognition of asset retirement obligations, and impairments of proved oil and gas properties and other long- lived assets). Fair value is the price that the Company estimates would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is used to prioritize inputs to valuation techniques used to estimate fair value. An asset or liability subject to the fair value requirements is categorized within the hierarchy based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The highest priority (Level 1) is given to unadjusted, quoted market prices in active markets for identical assets or liabilities, and the lowest priority (Level 3) is given to unobservable inputs. Level 2 inputs are data, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. Instruments that are valued using Level 2 inputs include non-exchange traded derivatives such as over-the- counter commodity fixed price swaps. Valuation models used to measure fair value of these instruments consider various Level 2 inputs including (i) quoted forward prices for commodities, (ii) time value, (iii) quoted forward interest rates, (iv) current market prices and contractual prices for the underlying instruments, (v) risk of nonperformance by the Company and the counterparty, and (vi) other relevant economic measures.
(s)
Reportable Segments and Geographic Information
Management has evaluated how the Company is organized and managed and has identified the following segments: (i) the exploration, and production, (ii) marketing and (iii) equity method investment in Antero Midstream. 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.
F-13
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(t)
Net Income Per Common Share
Net income per common share—basic for each period is computed by dividing net income attributable to Antero by the basic weighted average number of common shares outstanding during the period. 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. 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.
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):
Year Ended December 31,
2023
2024
2025
Net income attributable to Antero Resources Corporation—common shareholders
$
198,404
57,226
634,418
Add: Interest expense for 2026 Convertible Notes
1,955
256
—
Less: Tax-effect of interest expense for 2026 Convertible Notes
( 425 )
( 56 )
—
Net income attributable to Antero Resources Corporation—common shareholders and assumed conversions
$
199,934
57,426
634,418
Net income per common share—basic
$
0.66
0.18
2.05
Net income per common share—diluted
$
0.64
0.18
2.03
Weighted average common shares outstanding—basic
299,793
309,489
309,719
Weighted average common shares outstanding—diluted
311,597
313,414
312,361
The following is a reconciliation of the Company’s basic weighted average common shares outstanding to diluted weighted average common shares outstanding during the periods presented (in thousands):
Year Ended December 31,
2023
2024
2025
Basic weighted average number of common shares outstanding
299,793
309,489
309,719
Add: Dilutive effect of RSUs
1,379
1,188
1,128
Add: Dilutive effect of PSUs
989
1,528
1,514
Add: Dilutive effect of 2026 Convertible Notes
9,436
1,209
—
Diluted weighted average number of common shares outstanding
311,597
313,414
312,361
Weighted average number of outstanding securities excluded from calculation of diluted net income per common share (1) :
RSUs
1,200
4
—
PSUs
199
—
—
Stock options
310
257
73
(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.
F-14
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(u)
Treasury Stock and Share Retirement
Treasury stock purchases are recorded at cost. The Company retires treasury shares acquired through share repurchases and returns those shares to the status of authorized but unissued. When treasury shares are retired, the Company’s policy is to allocate the excess of the repurchase price over the par value of shares acquired first to additional paid-in capital and then to retained earnings (accumulated deficit) thereafter. The portion allocable to additional paid-in capital is determined by applying a percentage, determined by dividing the number of shares to be retired by the number of shares outstanding, to the balance of additional paid-in capital as of retirement.
(v)
Equity-Based Compensation
The Company recognizes compensation cost related to all equity-based awards in the financial statements based on their estimated grant date fair value. The Company’s equity-based compensation expense is included in general and administrative expenses, and recorded as a credit to additional paid-in capital. The Company is authorized to grant various types of equity-based compensation awards including stock options, stock appreciation rights, restricted stock awards, restricted share unit awards, performance share unit awards, dividend equivalent awards and other types of awards. The grant date fair values are determined based on the type of award and may utilize market prices on the date of grant, Black-Scholes option-pricing model, Monte Carlo simulations or other acceptable valuation methodologies, as appropriate for the type of equity-based award. Compensation cost is recognized ratably over the applicable vesting or service period. Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period. See Note 9—Equity-Based Compensation for additional information.
(w)
Recently Adopted or Issued Accounting Standards
Reportable Segments
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to improve reportable segment disclosures primarily through enhanced disclosure of reportable segment expenses. This ASU is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. 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.
Income Taxes
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). 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. This ASU is effective for annual reporting periods beginning after December 15, 2024. ASU 2023-09 should be applied on a prospective basis, although retrospective application is permitted. 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
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 is intended to improve the disclosure about certain operating expenses primarily through enhanced disclosure of cost of sales and selling, general and administrative expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. ASU 2024-03 can be applied on either a prospective or a retrospective basis at the Company’s election. The Company is evaluating the impact that ASU 2024-03 will have on the consolidated financial statements and its plans for adoption, including its transition method and adoption date.
F-15
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(3) Transactions
(a)
Conveyance of Overriding Royalty Interest
On June 15, 2020, the Company announced the consummation of a transaction with an affiliate of Sixth Street Partners, LLC (“Sixth Street”) relating to certain overriding royalty interests across the Company’s existing asset base (the “ORRIs”). In connection with the transaction, the Company contributed the ORRIs to Martica and Sixth Street contributed $ 300 million in cash (subject to customary adjustments) and agreed to contribute up to an additional $ 102 million in cash if certain production thresholds attributable to the ORRIs were achieved in 2020 and 2021. The Company met these production thresholds and received the $ 102 million of additional contributions from Sixth Street during 2020 and 2021. All cash contributed by Sixth Street at the initial closing and received as part of these additional contributions was distributed to the Company.
The ORRIs include an overriding royalty interest of 1.25 % of the Company’s working interest in all of its operated proved developed properties in West Virginia and Ohio, subject to certain excluded wells (the “Initial PDP Override”), and an overriding royalty interest of 3.75 % of the Company’s working interest in all of its undeveloped properties in West Virginia and Ohio (the “Development Override”). Wells turned to sales after April 1, 2020 and prior to the later of (a) the date on which the Company turns to sales 2.2 million lateral feet (net to the Company’s interest) of horizontal wells burdened by the Development Override or (b) the earlier of (i) April 1, 2023 or (ii) the date on which the Company turns to sales 3.82 million lateral feet (net to the Company’s interest) of horizontal wells are subject to the Development Override. As of April 1, 2023, Sixth Street no longer has the right to participate in any new wells, and Martica reconveyed the Development Override to the Company, except for the portion relating to wells turned to sales prior to April 1, 2023.
The ORRIs also include an additional overriding royalty interest of 2.00 % of the Company’s working interest in the properties underlying the Initial PDP Override (the “Incremental Override”). The Incremental Override (or a portion thereof, as applicable) could be re-conveyed to the Company (at the Company’s election) if certain production targets attributable to the ORRIs were achieved through March 31, 2023. Any portion of the Incremental Override that could not be re-conveyed to the Company based on the Company failing to achieve such production volumes through March 31, 2023 will remain with Martica. As of March 31, 2023, 24 % of the Incremental Override (or a 0.48 % overriding royalty interest) will remain with Martica.
Prior to Sixth Street achieving an internal rate of return of 13 % and 1.5 x cash-on-cash return (the “Hurdle”), Sixth Street will receive all distributions in respect of the Initial PDP Override and the Development Override, and 24 % of all distributions in respect of the Incremental Override, and the Company will receive 76 % of all distributions in respect of the Incremental Override. 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. The Company expects the Hurdle be achieved during the first half of 2026.
(b)
2021-2024 Drilling Partnership
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 . 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. 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. The Company developed and managed the drilling program associated with each tranche, including the selection of wells. 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. 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.
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. 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. 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.
F-16
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
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. No gain or loss was recognized for any of the interests conveyed to QL during the term of the 2021-2024 Drilling Partnership.
(c)
2025 Drilling Partnership
On December 11, 2024, the Company entered into a drilling partnership with an unaffiliated third-party. 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. 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.
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. No gain or loss was recognized for any of the interests conveyed during the year ended December 31, 2025.
(d)
Acquisitions
Asset Acquisitions
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. 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.
HG Acquisition
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. The HG Acquisition includes approximately 385,000 net acres in the core of the Marcellus Shale in West Virginia. 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. The HG Midstream Acquisition includes gathering pipelines and integrated water handling assets in the core of the Marcellus Shale in West Virginia. 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. 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. These acquisitions closed on February 3, 2026, with effective dates of January 1, 2026. 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.
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.
F-17
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(e) Utica Shale Divestiture
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. 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. 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.
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. 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.
The following table sets forth the carrying value of the Utica Shale Properties assets and liabilities held for sale (in thousands):
December 31, 2025
Current assets:
Accounts receivable
$
782
Accrued revenue
19,399
Other current assets
88
Long-term assets:
Unproved properties
27,720
Proved properties
1,045,145
Gathering systems and facilities
5,802
Other property and equipment
581
Less accumulated depletion, depreciation and amortization
( 369,995 )
Property and equipment, net
709,253
Operating leases right-of-use assets (1)
44,825
Other assets
659
Total
$
775,006
Current liabilities:
Accounts payable
$
2,118
Accounts payable, related parties
4,600
Accrued liabilities
17,650
Revenue distributions payable
17,130
Short-term lease liabilities
20,812
Long-term liabilities:
Long-term lease liabilities
24,210
Other liabilities
15,579
Total
$
102,099
(1) Substantially all of these operating leases right-of-use-assets relate to a gas gathering line and compressors station with Antero Midstream. See Note 12— Leases for additional information.
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Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(4) Revenue
(a)
Disaggregation of Revenue
The table set forth below presents revenue disaggregated by type and reportable segment to which it relates (in thousands). See Note 17—Reportable Segments for additional information on reportable segments.
Year Ended December 31,
2023
2024
2025
Reportable Segment
Revenues from contracts with customers:
Natural gas sales
$
2,192,349
1,818,297
2,873,241
Exploration and production
Natural gas liquids sales (ethane)
250,116
275,120
355,437
Exploration and production
Natural gas liquids sales (C3+ NGLs)
1,586,834
1,791,855
1,631,403
Exploration and production
Oil sales
247,146
230,027
150,158
Exploration and production
Marketing
206,122
179,069
125,900
Marketing
Other revenue
633
1,098
1,095
Exploration and production
Total revenue from contracts with customers
4,483,200
4,295,466
5,137,234
Income from derivatives, deferred revenue and other sources, net
198,772
30,130
138,589
Total revenue
$
4,681,972
4,325,596
5,275,823
(b)
Transaction Price Allocated to Remaining Performance Obligations
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; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. For the Company’s product sales that have a contract term of one year or less, the Company utilized the practical expedient in ASC 606, which does not require the disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.
(c)
Contract Balances
Under the Company’s sales contracts, the Company invoices customers after its performance obligations have been satisfied, at which point payment is unconditional. Accordingly, the Company’s contracts do not give rise to contract assets or liabilities. As of December 31, 2024 and 2025, the Company’s receivables from contracts with customers were $ 454 million and $ 493 million, respectively.
F-19
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(5) Equity Method Investment
(a) Summary of Equity Method Investment
As of December 31, 2024 and 2025, Antero owned 29 % of Antero Midstream’s common stock, which is reflected in Antero’s consolidated financial statements using the equity method of accounting.
The following table sets forth a reconciliation of Antero’s investment in unconsolidated affiliate (in thousands):
Balance as of December 31, 2023
$
222,255
Additional investments (1)
1,936
Equity in earnings of unconsolidated affiliate
93,787
Dividends from unconsolidated affiliate
( 125,197 )
Elimination of intercompany profit
38,267
Balance as of December 31, 2024 (2)
231,048
Equity in earnings of unconsolidated affiliate
98,484
Dividends from unconsolidated affiliate
( 125,255 )
Elimination of intercompany profit
41,376
Balance as of December 31, 2025 (2)
$
245,653
(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.
(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
The tables set forth below present summarized financial information of Antero Midstream (in thousands):
Balance Sheet
December 31,
2024
2025
Current assets
$
118,064
379,864
Noncurrent assets
5,643,684
5,504,252
Total assets
$
5,761,748
5,884,116
Current liabilities
$
100,612
111,482
Noncurrent liabilities
3,545,965
3,800,593
Stockholders' equity
2,115,171
1,972,041
Total liabilities and stockholders' equity
$
5,761,748
5,884,116
Statement of Operations
Year Ended December 31,
2023
2024
2025
Revenues
$
1,041,771
1,106,193
1,188,426
Operating expenses
429,909
447,027
543,757
Income from operations
611,862
659,166
644,669
Net income
$
371,786
400,892
413,163
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ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(6) Accrued Liabilities
Accrued liabilities consisted of the following items (in thousands):
December 31,
2024
2025
Capital expenditures
$
42,474
32,656
Gathering, compression, processing and transportation expenses
167,915
169,270
Marketing expenses
16,891
12,851
Interest expense, net
29,014
24,256
Production and ad valorem taxes
78,980
22,770
General and administrative expense
37,516
40,663
Contingencies and other
29,801
36,381
Total accrued liabilities
$
402,591
338,847
(7) Long-Term Debt
Long-term debt consisted of the following items (in thousands):
December 31,
2024
2025
Credit Facility
$
393,200
438,600
8.375 % senior notes due 2026
96,870
—
7.625 % senior notes due 2029
407,115
365,353
5.375 % senior notes due 2030
600,000
600,000
Total principal
1,497,185
1,403,953
Unamortized debt issuance costs
( 7,955 )
( 5,977 )
Long-term debt
$
1,489,230
1,397,976
(a)
Credit Facility
Antero Resources has a senior revolving credit facility with a syndicate of bank lenders. References to the (i) “Secured Credit Facility” (defined below) refer to the credit facility in effect for periods prior to July 30, 2024, (ii) “Unsecured Credit Facility” (defined below) refer to the credit facility in effect on or after July 30, 2024 and (iii) “Credit Facility” refer to the Secured Credit Facility and Unsecured Credit Facility, collectively.
Senior Unsecured Revolving Credit Facility
On July 30, 2024, Antero Resources entered into an amendment and restatement of its senior revolving credit facility with a syndicate of bank lenders (“Unsecured Credit Facility”). Borrowings are unsecured and are not guaranteed by any of Antero Resources’ subsidiaries. As of December 31, 2025, the Unsecured Credit Facility had lender commitments of $ 1.65 billion and available borrowing capacity of $ 1.2 billion. The Unsecured Credit Facility was originally scheduled to mature on July 30, 2029 (the “Maturity Date”); 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. 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.
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ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
The Unsecured Credit Facility contains one financial covenant 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 and its subsidiaries that are customary for credit facilities of this type, including, among other things, limitations on: fundamental changes such as mergers, consolidations, liquidations and dissolutions; liens; certain indebtedness; restricted payments such as dividends, distributions and equity repurchases; and material non-arms’-length transactions with its affiliates. Antero Resources was in compliance with the financial covenant under the Unsecured Credit Facility as of December 31, 2025.
The Unsecured Credit Facility provides for borrowing at SOFR or an Alternate Base Rate, in each case, plus an Applicable Rate (each as defined in the Unsecured Credit Facility). There is a 0.10 % credit adjustment spread on SOFR and a 0.00 % floor. The Unsecured Credit Facility does not amortize. Interest under the Unsecured Credit 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. 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 SOFR loans. Commitment fees on the unused portion of the Unsecured Credit Facility are due quarterly at rates ranging from 0.125 % to 0.300 %, determined with reference to Antero Resources’ then-current senior unsecured long-term debt ratings.
The proceeds of the loans made under the Unsecured Credit Facility may be used (i) to pay fees and expenses incurred in connection with the transactions related thereto and the refinancing of the Secured Credit Facility (defined below), (ii) to finance working capital needs and (iii) for other general corporate purposes, in each case of Antero Resources and its subsidiaries.
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. 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
On October 26, 2021, Antero Resources entered into an amended and restated senior secured revolving credit facility with a syndicate of bank lenders (“Secured Credit Facility”). 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. The Secured Credit Facility was refinanced in full and terminated upon the closing of the Unsecured Credit Facility on July 30, 2024.
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). The Secured Credit Facility provided for interest only payments until maturity at which time all outstanding borrowings would be due. Interest was payable at a variable rate based on SOFR or the Alternate Base Rate, determined by election at the time of borrowing, plus an Applicable Margin under the Secured Credit Facility. The Applicable Margin was determined with reference to Antero Resources’ then-current leverage ratio subject to certain exceptions, which for SOFR loans ranged from 1.75 % to 2.75 % during a non-investment grade period (based on utilization of the Secured Credit Facility) and 1.25 % and 1.875 % during an investment grade period (based on a ratings grid). Commitment fees on the unused portion of the Secured Credit Facility were due quarterly at rates ranging from 0.375 % to 0.500 % with respect to the Secured Credit Facility, determined with reference to borrowing base utilization, subject to certain exceptions based on the leverage ratio then in effect. 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).
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ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(b)
8.375 % Senior Notes Due 2026
On January 4, 2021, Antero Resources issued $ 500 million of 8.375 % senior notes due July 15, 2026 at par . 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. 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. Interest on the 2026 Notes was payable on January 15 and July 15 of each year.
(c)
7.625 % Senior Notes Due 2029
On January 26, 2021, Antero Resources issued $ 700 million of 7.625 % senior notes due February 1, 2029 at par. The Company redeemed or otherwise repurchased $ 293 million principal amount of the 2029 Notes during 2021 and 2022. 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. 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. As of July 30, 2024, the 2029 Notes are not guaranteed by any of Antero Resources’ subsidiaries. Interest on the 2029 Notes is payable on February 1 and August 1 of each year. Antero Resources may redeem all or part of the 2029 Notes at any time at redemption prices ranging from 102.542 % as of December 31, 2025 to 100.00 % on or after February 1, 2027. If Antero Resources undergoes a change of control followed by a rating decline, the holders of the 2029 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 2029 Notes, plus accrued and unpaid interest.
(d)
5.375 % Senior Notes Due 2030
On June 1, 2021, Antero Resources issued $ 600 million of 5.375 % senior notes due March 1, 2030 (the “2030 Notes”) at par. The 2030 Notes are unsecured and rank pari passu to Antero Resources’ Unsecured Credit Facility and other outstanding senior notes. As of July 30, 2024, the 2030 Notes are not guaranteed by any of Antero Resources’ subsidiaries. Interest on the 2030 Notes is payable on March 1 and September 1 of each year. 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.
(e)
4.25 % Convertible Senior Notes Due 2026
On August 21, 2020, Antero Resources issued $ 250 million in aggregate principal amount of 4.25 % convertible senior notes due September 1, 2026 (the “2026 Convertible Notes”). On September 2, 2020, Antero Resources issued an additional $ 37.5 million of the 2026 Convertible Notes. Proceeds from the issuance of the 2026 Convertible Notes totaled $ 278.5 million, net of initial purchasers’ fees and issuance cost of $ 9 million. Transaction costs related to the 2026 Convertible Notes were recorded within debt issuance costs on the consolidated balance sheet and were amortized over the term of the 2026 Convertible Notes using the effective interest method.
The Company extinguished $ 206 million principal amount of the 2026 Convertible Notes in 2021. 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.
The 2026 Convertible Notes bore interest at a fixed rate of 4.25 % per annum, payable semi-annually in arrears on March 1 and September 1 of each year, commencing on March 1, 2021. The initial conversion rate was 230.2026 shares of Antero Resources’ common stock per $1,000 principal amount of 2026 Convertible Notes, and such conversion rate was not adjusted during the term for which the 2026 Convertible Notes were outstanding. The noteholders had the right to convert their 2026 Convertible Notes only upon the occurrence of certain events pursuant to the terms and conditions provided in the indenture governing the 2026 Convertible Notes. 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.
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ANTERO RESOURCES CORPORATION
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. 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.
On March 11, 2024, the Company called the $ 26 million aggregate principal amount of the 2026 Convertible Notes that remained outstanding for redemption on April 1, 2024, at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest. The Company’s election to call the remaining 2026 Convertible Notes allowed holders of the 2026 Convertible Notes to exercise their conversion right through March 28, 2024. During the first quarter of 2024, all remaining $ 26 million aggregate principal amount of the 2026 Convertible Notes converted pursuant to their terms. The Company elected to settle these conversions by issuing 6 million shares of common stock to the noteholders.
(f)
Term Loans
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. (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”). 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. 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.
(g)
Subsequent Events
Issuance of 2036 Notes
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. Interest on the 2036 Notes is payable on February 1 and August 1 of each year, commencing August 1, 2026. The 2036 Notes are unsecured and rank pari passu to Antero Resources’ Unsecured Credit Facility, Term Loan A Facility and other outstanding senior notes. The 2036 Notes are not guaranteed by any of Antero Resources’ subsidiaries. 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. 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.
Term Loan A
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. Borrowings are unsecured and are not guaranteed by any of Antero Resources’ subsidiaries. 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. On February 3, 2026, Antero Resources borrowed $ 1.5 billion in a single borrowing to partially fund the HG Acquisition. The Term Loan A Facility is scheduled to mature on February 3, 2029.
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: fundamental changes such as mergers, consolidations, liquidations and dissolutions; liens; certain indebtedness; restricted payments such as dividends, distributions and equity repurchases; and material non-arms’-length transactions with its affiliates.
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ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
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). There is a 0.10 % credit adjustment spread on SOFR and a 0.00 % floor. The Term Loan A Facility does not amortize. 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. 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.
Notice of Redemption of 2029 Notes
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
The following table presents a reconciliation of the Company’s asset retirement obligations (in thousands):
Year Ended December 31,
2024
2025
Beginning balance
$
59,214
62,001
Obligations incurred
991
697
Accretion expense
3,759
3,892
Settlement of obligations
( 3,571 )
( 270 )
Obligations on sold properties
( 1,587 )
—
Revisions to prior estimates
3,195
6,398
Liabilities classified as held for sale
—
( 15,579 )
Ending balance
$
62,001
57,139
Revisions to prior estimates during the year ended December 31, 2024 was primarily due to decreased estimated well lives. 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.
(9) Equity-Based Compensation
On June 17, 2020, Antero Resources’ stockholders approved the Antero Resources Corporation 2020 Long Term Incentive Plan (the “AR LTIP”), which replaced the Antero Resources Corporation Long Term Incentive Plan (the “2013 Plan”) and became effective as of such date. On June 5, 2024, the Company’s stockholders approved the Amended AR LTIP. This amendment increased the number of shares of the Company’s common stock reserved for awards from 10,050,000 shares to 14,916,100 shares, and extended the term of the plan from June 17, 2030 to June 5, 2034. The Amended AR LTIP provides for grants of stock options (including incentive stock options), stock appreciation rights, restricted stock awards, RSU awards, vested stock awards, dividend equivalent awards and other stock-based and cash awards. The terms and conditions of the awards granted are established by the Compensation Committee of Antero Resources’ Board of Directors (the “Board”). Employees, officers, non-employee directors and other service providers of the Company and its affiliates are eligible to receive awards under the Amended AR LTIP.
The Amended AR LTIP provides for the reservation of 14,916,100 shares of the Company’s common stock, plus the number of certain shares that become available again for delivery in accordance with the share recycling provisions described below. The share recycling provisions allow for all or any portion of an award (including an award granted under the 2013 Plan that was outstanding as of June 17, 2020) that expires or is cancelled, forfeited, exchanged, settled for cash or otherwise terminated without the actual delivery of shares to be considered not delivered and thus, available for new awards under the Amended AR LTIP. Further, any shares withheld or surrendered in payment of any taxes relating to awards that were outstanding under either the 2013 Plan as of June 17, 2020 or are granted under the AR LTIP or Amended AR LTIP (other than stock options and stock appreciation rights), will again be available for new awards under the Amended AR LTIP.
A total of 10,415,568 shares were available for future grant under the Amended AR LTIP as of December 31, 2025.
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ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
The Company’s equity-based compensation expense, by type of award, is as follows (in thousands):
Year Ended December 31,
2023
2024
2025
RSU awards
$
32,745
42,780
41,664
PSU awards
25,322
22,177
17,543
Equity awards issued to directors
1,452
1,505
1,605
Total expense
$
59,519
66,462
60,812
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.
(a) Restricted Stock Unit Awards
RSU awards vest subject to the satisfaction of service requirements. Expense related to each RSU award is recognized on a straight-line basis over the requisite service period of the entire award. The grant date fair values of these awards are determined based on the closing price of Antero Resources’ common stock on the date of the grant. The weighted average grant date fair value per share for RSUs granted during the years ended December 31, 2023, 2024 and 2025 were $ 25.90 , $ 26.52 and $ 33.64 , respectively.
A summary of RSU award activity is as follows:
Weighted
Average
Number
Grant Date
of Units
Fair Value
Total awarded and unvested—December 31, 2024
3,035,362
$
26.05
Granted
1,138,906
33.64
Vested
( 1,697,987 )
25.85
Forfeited
( 139,880 )
29.85
Total awarded and unvested—December 31, 2025
2,336,401
$
29.67
As of December 31, 2025, there was $ 42 million of unamortized equity-based compensation expense related to unvested RSUs. That expense is expected to be recognized over a weighted average period of 1.8 years.
(b) Performance Share Unit Awards
Performance Share Unit Awards Based on Total Shareholder Return
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. Expense related to these PSUs was recognized on a graded-vested basis over approximately three years . The performance conditions for each of the performance periods ended April 15, 2021, 2022 and 2023 were met. 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.
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ANTERO RESOURCES CORPORATION
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”). 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. Expense related to these PSUs was recognized on a graded-vested basis over approximately three years . The performance condition for each of the performance periods ended April 15, 2021, 2022 and 2023 were met. During the year ended December 31, 2023, the 2020 Relative TSR PSUs vested at 126 % of target for all four performance periods and were converted into approximately 0.2 million shares of common stock.
In 2021, the Company granted PSU awards to certain of its 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, 2022, April 15, 2023, and April 15, 2024, and one cumulative three-year performance period ending on April 15, 2024, in each case, subject to the executive officer’s continued employment through April 15, 2024 (“2021 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 2021 Absolute TSR PSUs ranges from zero to 200 % of the target number of 2021 Absolute TSR PSUs originally granted. 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. The performance conditions for each of the performance periods ended April 15, 2022 and 2024 were met at 200 % of target, and during the year ended December 31, 2024, the 2021 Absolute TSR PSUs vested and converted into approximately 0.3 million shares of common stock.
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”). 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. Expense related to these PSUs was recognized on a graded-vested basis over the term of each performance period. The performance conditions for the performance periods ended April 15, 2023, 2024 and 2025 were met cumulatively at 110 % of target. 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. Expense related to these PSUs was recognized on a graded-vested basis over the term of each performance period. The performance conditions for the performance periods ended December 31, 2023, 2024 and 2025 were met cumulatively at 82 % of target. 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”). 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 2023 Absolute TSR PSUs ranges from zero to 200 % of the target number of 2023 Absolute TSR PSUs originally granted. Expense related to these PSUs is recognized on a graded-vested basis over the term of each performance period. 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. The performance conditions for the performance period ended March 7, 2025 was met at 200 % of target.
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ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
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”). 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 2024 Absolute TSR PSUs ranges from zero to 200 % of the target number of 2024 Absolute TSR PSUs originally granted. Expense related to these PSUs is recognized on a graded-vested basis over the term of each performance period. The performance conditions for the performance period ended March 7, 2025 was met at 200 % of target.
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”). The 2025 Absolute TSR PSUs will be settled following the end of each performance period. 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. Expense related to these PSUs is recognized on a graded-vested basis over the term of each performance period. 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
In 2021, the Company granted PSUs to certain of its executive officers that vested 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, 2021, December 31, 2022, and December 31, 2023, in each case, subject to the executive officer’s continued employment through December 31, 2023 (“2021 Leverage Ratio PSUs”). The number of shares of common stock that could ultimately be earned following the end of the third performance period with respect to the 2021 Leverage Ratio PSUs ranged from zero to 200 % of the target number of 2021 Leverage Ratio PSUs originally granted. Expense related to the 2021 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. The performance conditions for each of the performance periods ended December 31, 2021, 2022 and 2023 were met at 200 % of target. During the year ended December 31, 2024, the 2021 Leverage Ratio PSUs vested and converted into approximately 0.4 million shares of common stock.
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, 2022, December 31, 2023 and December 31, 2024, in each case, subject to certain continued employment criteria (“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 2022 Leverage Ratio PSUs ranges from zero to 200 % of the target number of 2022 Leverage Ratio PSUs originally granted. 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. The performance conditions for the performance periods ended December 31, 2022, 2023 and 2024 were met cumulatively at 194 % of target. 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. 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. The performance conditions for the performance periods ended December 31, 2023, 2024 and 2025 were met cumulatively at 194 % of target. During the first quarter of 2026, the Special 2022 Leverage Ratio PSUs will vest and convert into approximately 0.3 million
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ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
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. 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. The performance conditions for the performance periods ended December 31, 2023, 2024 and 2025 were met cumulatively at 194 % of target. During the first quarter of 2026, the 2023 Leverage Ratio PSUs will vest and convert into approximately 0.4 million shares of common stock.
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”). 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. The performance conditions for each of the performance periods ended December 31, 2024 and 2025 were met at 181 % and 200 %, respectively, of target.
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”). The 2025 Leverage Ratio PSUs will be settled following the end of each performance period. 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. 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.
Summary Information for Performance Share Unit Awards
A summary of PSU activity is as follows:
Weighted
Average
Number
Grant Date
of Units
Fair Value
Total awarded and unvested—December 31, 2024
1,351,295
$
35.27
Granted
289,370
34.33
Vested (1)
( 281,318 )
41.41
Total awarded and unvested—December 31, 2025
1,359,347
$
33.80
(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.
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Table of Contents
ANTERO RESOURCES CORPORATION
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. Expected volatilities were derived from the volatility of the historical stock prices of a peer group of similar publicly-traded companies. The risk-free interest rate was determined using the yield available for zero-coupon U.S. government issues with remaining terms corresponding to the service periods of the PSUs. A dividend yield of zero was assumed. The grant-date fair value for the leverage ratio-based PSUs was based on the closing price of Antero Resources’ common stock on the date of the grant, assuming target achievement of the performance condition. The weighted average grant date fair value per share for PSUs granted during the years ended December 31, 2023, 2024 and 2025 were $ 28.51 , $ 29.39 and $ 34.33 , respectively.
The following table presents information regarding the weighted average fair values for market-based PSUs, and the assumptions used to determine the fair values:
Year Ended December 31,
2023
2024
2025
Dividend yield
—
%
—
%
—
%
Volatility
82
%
55
%
48
%
Risk-free interest rate
4.61
%
4.23
%
3.97
%
Weighted average fair value of awards granted
$
33.96
32.29
35.01
As of December 31, 2025, there was $ 10 million of unamortized equity-based compensation expense related to unvested PSUs. That expense is expected to be recognized over a weighted average period of 1.5 years.
(c) Stock Options
Stock options granted under the 2013 Plan had a maximum contractual life of 10 years . 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.
A summary of stock option activity is as follows:
Weighted
Weighted
Average
Average
Remaining
Intrinsic
Number
Exercise
Contractual
Value
of Options
Price
Life
(in thousands) (1)
Outstanding—December 31, 2024
252,451
$
50.00
0.3
$
—
Expired
( 252,451 )
50.00
—
—
Outstanding—December 31, 2025
—
$
—
—
—
Vested—December 31, 2025
—
$
—
—
$
—
Exercisable—December 31, 2025
—
$
—
—
$
—
(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.
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. The risk-free interest rate was determined using the implied yield available for zero- coupon U.S. government issues with a remaining term approximating the expected life of the options. A dividend yield of zero was assumed.
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Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(10) Fair Value
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. 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.
The following table sets forth the fair value and carrying value of the Senior Notes (in thousands):
December 31, 2024
December 31, 2025
Fair
Carrying
Fair
Carrying
Value (1)
Value (2)
Value (1)
Value (2)
2026 Notes
$
98,924
96,599
—
—
2029 Notes
417,211
404,055
370,431
363,204
2030 Notes
579,660
595,376
607,500
596,172
Total
$
1,095,795
1,096,030
977,931
959,376
(1) Fair values are based on Level 2 market data inputs.
(2) Carrying values are presented net of unamortized debt issuance costs.
See Note 9—Equity-Based Compensation for information regarding the fair value of equity based awards. See Note 11—Derivative Instruments for information regarding the fair value of derivative financial instruments.
(11) Derivative Instruments
The Company is exposed to certain risks relating to its ongoing business operations, and it may use derivative instruments to manage its commodity price risk. In addition, the Company periodically enters into contracts that contain embedded features that are required to be bifurcated and accounted for separately as derivatives.
(a)
Commodity Derivative Positions
The Company periodically enters into natural gas, NGLs and oil derivative contracts with counterparties to hedge the price risk associated with its production. These derivatives are not entered into for trading purposes. To the extent that changes occur in the market prices of natural gas, NGLs and oil, the Company is exposed to market risk on these open contracts. This market risk exposure is generally offset by the change in market prices of natural gas, NGLs and oil recognized upon the ultimate sale of the Company’s production.
The Company was party to various commodity derivative contracts that settled during the years ended December 31, 2023, 2024 and 2025. 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. 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. 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. When actual commodity prices upon settlement are above the ceiling price, the Company pays the difference to the counterparty.
The Company’s derivative contracts have not been designated as hedges for accounting purposes; therefore, all gains and losses are recognized in the Company’s statements of operations and comprehensive income.
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Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
As of December 31, 2025, the Company’s fixed price swap positions were as follows:
Weighted
Average
Commodity / Settlement Period
Index
Contracted Volume
Price
Natural Gas
January-December 2026
Henry Hub
770,000
MMBtu/day
$
3.90
/MMBtu
January-December 2026
TETCO M2
10,000
MMBtu/day
3.36
/MMBtu
January-December 2027
Henry Hub
330,000
MMBtu/day
3.98
/MMBtu
As of December 31, 2025, the Company’s basis swap positions were as follows:
Weighted Average
Commodity / Settlement Period
Index to Basis Differential
Contracted Volume
Hedged Differential
Natural Gas
January-December 2026
NYMEX to TETCO M2
150,000
MMBtu/day
$
0.85
/MMBtu
As of December 31, 2025, the Company’s collar contract positions were as follows:
Weighted
Weighted
Average
Average
Commodity / Settlement Period
Index
Contracted Volume
Ceiling Price
Floor Price
Natural Gas
January-December 2026
Henry Hub
500,000
MMBtu/day
$
5.83
/MMBtu
$
3.22
/MMBtu
January-December 2027
Henry Hub
10,000
MMBtu/day
5.00
/MMBtu
3.50
/MMBtu
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. The put option was embedded within another contract, and since the embedded put option was not clearly and closely related to its host contract, the Company bifurcated this derivative instrument and reflects it at fair value in the consolidated financial statements.
As of December 31, 2025, the Company’s call option and embedded put option arrangements were as follows:
Embedded
Call Option
Put Option
Commodity / Settlement Period
Index
Contracted Volume
Strike Price
Strike Price
Natural Gas
January-December 2026
Henry Hub
32,000
MMBtu/day
$
2.63
/MMBtu
$
2.63
/MMBtu
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.
During the year ended December 31, 2025, all of Martica’s derivative contracts expired. As of December 31, 2025, Martica had no derivative instruments.
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ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(b)
Summary
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):
December 31,
Balance Sheet Location
2024
2025
Asset derivatives not designated as hedges for accounting purposes:
Commodity derivatives—current
Derivative instruments
$
—
68,054
Embedded derivatives—current
Derivative instruments
1,050
859
Commodity derivatives—noncurrent
Derivative instruments
—
12,524
Embedded derivatives—noncurrent
Derivative instruments
1,296
—
Total asset derivatives (1)
2,346
81,437
Liability derivatives not designated as hedges for accounting purposes:
Commodity derivatives—current (2)
Derivative instruments
31,792
—
Commodity derivatives—noncurrent
Derivative instruments
17,233
—
Total liability derivatives (1)
49,025
—
Net derivatives asset (liability) (1)
$
( 46,679 )
81,437
(1) The fair value of derivative instruments was determined using Level 2 inputs.
(2) As of December 31, 2024, $ 2 million of current commodity derivative liabilities are attributable to the Company’s consolidated VIE, Martica.
The following table sets forth the gross values of recognized derivative assets and liabilities, the amounts offset under master netting arrangements with counterparties, and the resulting net amounts presented in the consolidated balance sheets as of the dates presented, all at fair value (in thousands):
December 31, 2024
December 31, 2025
Net Amounts of
Net Amounts of
Gross
Gross
Assets
Gross
Gross
Assets
Amounts
Amounts Offset
(Liabilities) on
Amounts
Amounts Offset
(Liabilities) on
Recognized
Recognized
Balance Sheet
Recognized
Recognized
Balance Sheet
Commodity derivative assets
$
3,482
( 3,482 )
—
162,641
( 82,063 )
80,578
Embedded derivative assets
2,346
—
2,346
859
—
859
Commodity derivative liabilities
( 52,507 )
3,482
( 49,025 )
( 82,063 )
82,063
—
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):
Statement of
Operations
Year Ended December 31,
Location
2023
2024
2025
Commodity derivative fair value gains (1)
Revenue
$
165,448
2,846
112,536
Embedded derivative fair value gains (losses) (1)
Revenue
876
( 2,115 )
( 1,487 )
(1) The fair value of derivative instruments was determined using Level 2 inputs .
Commodity derivative fair value gains (losses) for the year ended December 31, 2023 includes losses of $ 202 million related to the settlement of certain natural gas derivatives prior to the contractual settlement dates. Payments for these early settlements are classified as operating cash flows on the Company’s consolidated statement of cash flows for the year ended December 31, 2023. There were no early settlements of commodity derivatives during the years ended December 31, 2024 and 2025.
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Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(12) Leases
The Company leases certain office space, processing plants, drilling rigs and completion services, gas gathering lines, compressor stations, and other office and field equipment. Leases with an initial term of 12 months or less are considered short-term and are not recorded on the balance sheet. Instead, the short-term leases are recognized in expense on a straight-line basis over the lease term.
Most leases include one or more options to renew, with renewal terms that can extend the lease from one to 20 years or more. The exercise of the lease renewal options is at the Company’s sole discretion. The depreciable lives of the leased assets are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.
Certain of the Company’s lease agreements include minimum payments based on a percentage of produced volumes over contractual levels and others include rental payments adjusted periodically for inflation.
The Company considers all contracts that have assets specified in the contract, either explicitly or implicitly, that the Company has substantially all of the capacity of the asset, and has the right to obtain substantially all of the economic benefits of that asset, without the lessor’s ability to have a substantive right to substitute that asset, as leased assets. For any contract deemed to include a leased asset, that asset is capitalized on the consolidated balance sheet as a right-of-use asset and a corresponding lease liability is recorded at the present value of the known future minimum payments of the contract using a discount rate on the date of commencement. The leased asset classification is determined at the date of recording as either operating or financing, depending upon certain criteria of the contract.
The discount rate used for present value calculations is the discount rate implicit in the contract. If an implicit rate is not determinable, a collateralized incremental borrowing rate is used at the date of commencement. As new leases commence or previous leases are modified the discount rate used in the present value calculation is the current period applicable discount rate.
The Company has made an accounting policy election to adopt the practical expedient for combining lease and non-lease components on an asset class basis. This expedient allows the Company to combine non-lease components such as real estate taxes, insurance, maintenance and other operating expenses associated with the leased premises with the lease component of a lease agreement on an asset class basis when the non-lease components of the agreement cannot be easily bifurcated from the lease payment. Currently, the Company is only applying this expedient to certain office space agreements.
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Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(a) Supplemental Balance Sheet Information Related to Leases
The Company’s lease assets and liabilities consisted of the following items (in thousands):
December 31,
Leases
Balance Sheet Classification
2024
2025
Operating Leases
Operating lease right-of-use assets:
Processing plants
Operating lease right-of-use assets
$
1,365,582
1,135,203
Drilling rigs and completion services
Operating lease right-of-use assets
—
54,968
Gas gathering lines and compressor stations (1)
Operating lease right-of-use assets
1,149,981
912,073
Office space
Operating lease right-of-use assets
33,345
28,400
Office, field and other equipment
Operating lease right-of-use assets
490
1,865
Total operating lease right-of-use assets
$
2,549,398
2,132,509
Operating lease liabilities:
Short-term operating lease liabilities
Short-term lease liabilities
$
492,624
514,717
Long-term operating lease liabilities
Long-term lease liabilities
2,048,942
1,610,341
Total operating lease liabilities
$
2,541,566
2,125,058
Finance Leases
Finance lease right-of-use assets:
Vehicles
Other property and equipment
$
2,665
3,486
Total finance lease right-of-use assets (2)
$
2,665
3,486
Finance lease liabilities:
Short-term finance lease liabilities
Short-term lease liabilities
$
1,270
1,539
Long-term finance lease liabilities
Long-term lease liabilities
1,395
1,947
Total finance lease liabilities
$
2,665
3,486
(1) Gas gathering lines and compressor stations relate to Antero Midstream. See “—Related party lease disclosure” for additional information .
(2) Financing lease assets are recorded net of accumulated amortization of $ 3 million as of December 31, 2024 and 2025.
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.
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Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(b) Supplemental Information Related to Leases
Costs associated with operating and finance leases were included in the consolidated financial statements as follows (in thousands):
Year Ended December 31,
Cost
Classification
Location
2023
2024
2025
Operating lease cost
Statement of operations
Gathering, compression, processing and transportation
$
1,623,268
1,721,981
1,619,284
Operating lease cost
Statement of operations
General and administrative
12,121
12,345
12,881
Operating lease cost
Statement of operations
Contract termination, loss contingency and settlements
4,227
—
—
Operating lease cost
Statement of operations
Lease operating
84
148
1,077
Operating lease cost
Balance sheet
Proved properties (1)
160,638
131,623
37,721
Total operating lease cost
$
1,800,338
1,866,097
1,670,963
Finance lease cost:
Amortization of right-of-use assets
Statement of operations
Depletion, depreciation and amortization
$
1,530
1,639
1,768
Interest on lease liabilities
Statement of operations
Interest expense
597
522
520
Total finance lease cost
$
2,127
2,161
2,288
Short-term lease payments
$
137,781
109,874
154,079
(1) Capitalized costs related to drilling and completion activities.
(c) Supplemental Cash Flow Information Related to Leases
The following table presents the Company’s supplemental cash flow information related to leases (in thousands):
Year Ended December 31,
2023
2024
2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
1,366,677
1,492,421
1,606,289
Operating cash flows from finance leases
597
522
520
Investing cash flows from operating leases
126,483
97,984
22,072
Financing cash flows from finance leases
830
1,106
1,538
Noncash activities:
Right-of-use assets obtained in exchange for new operating lease obligations
$
76,797
97,866
166,711
Decrease to existing right-of-use assets and lease obligations from operating lease modifications, net (1)
$
( 15,858 )
20,911
( 14,435 )
(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. 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.
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Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(d) Maturities of Lease Liabilities
The table below is a schedule of future minimum payments for operating and financing lease liabilities as of December 31, 2025 (in thousands):
Operating Leases
Financing Leases
Total
2026
$
642,419
2,036
644,455
2027
487,275
1,064
488,339
2028
406,177
891
407,068
2029
322,110
373
322,483
2030
248,965
—
248,965
Thereafter
408,821
—
408,821
Total lease payments
2,515,767
4,364
2,520,131
Less: imputed interest
( 345,884 )
( 681 )
( 346,565 )
Total
$
2,169,883
3,683
2,173,566
(e) Lease Term and Discount Rate
The following table sets forth the Company’s weighted average remaining lease term and discount rate:
December 31, 2024
December 31, 2025
Operating Leases
Finance Leases
Operating Leases
Finance Leases
Weighted average remaining lease term
6.0 years
2.1 years
5.4 years
2.8 years
Weighted average discount rate
5.5
%
8.4
%
5.6
%
8.5
%
(f) Related Party Lease Disclosure
The Company has gathering and compression service agreements with Antero Midstream that include: (i) the second amended and restated gathering and compression agreement dated December 8, 2019 (the “2019 gathering and compression agreement”), (ii) a gathering and compression agreement from Antero Midstream’s acquisition in 2022 of certain Marcellus gathering and compression assets in an area of dedication (the “Marcellus gathering and compression agreement”) and (iii) a compression agreement from Antero Midstream’s acquisition in 2022 of certain Utica compressors (the “Utica compression agreement”) and (iv) a gathering and compression agreement from Antero Midstream’s acquisition in the second quarter of 2024 of certain central Marcellus gathering and compression assets (the “Mountaineer gathering and compression agreement,” and together with the 2019 gathering and compression agreement, Marcellus gathering and compression agreement and the Utica compression agreement, the “gathering and compression agreements”). 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. 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. 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.
F-37
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
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. 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 . 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. As of December 31, 2025, the minimum volume commitments for the 2019 gathering and compression agreement end in 2035, and the minimum compression and gathering fees for the Mountaineer gathering and compression agreement end in 2026. As of January 1, 2025, there were no minimum volume commitments under the Marcellus gathering and compression agreement.
The 2019 gathering and compression agreement included a growth incentive fee program that expired on December 31, 2023 whereby low pressure gathering fees were reduced from 2020 through 2023 to the extent the Company achieved certain quarterly volumetric targets. Only the Company’s throughput gathered under the 2019 gathering and compression agreement was considered in the low pressure gathering volume target. 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
For the years ended December 31, 2023, 2024 and 2025, gathering and compression fees paid by Antero related to these agreements were $ 738 million, $ 813 million and $ 848 million, respectively. As of December 31, 2024 and 2025, $ 79 million and $ 85 million, respectively, was included within accounts payable, related parties, on the consolidated balance sheets as due to Antero Midstream related to these agreements.
(13) Income Taxes
The Company’s income tax expense (benefit) consisted of the following (in thousands):
Year Ended December 31,
2023
2024
2025
Current:
State
$
1,587
455
1,902
Current income tax expense
1,587
455
1,902
Deferred:
U.S. federal
50,969
( 107,890 )
192,252
State
11,070
( 10,750 )
21,713
Deferred income tax expense (benefit)
62,039
( 118,640 )
213,965
Total income tax expense (benefit)
$
63,626
( 118,185 )
215,867
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Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
Income tax expense (benefit) differs from the amount that would be computed by applying the U.S. 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,
2023
2024
2025
Amount
Percent
Amount
Percent
Amount
Percent
U.S. federal statutory income tax
$
75,801
21.0
%
$
( 5,143 )
21.0
%
$
186,991
21.0
%
State and local income tax, net of U.S. federal effect (1)
12,657
3.5
%
( 10,295 )
42.0
%
23,215
2.6
%
Tax credits
Research and development
—
—
%
( 148,861 )
607.9
%
( 4,375 )
( 0.5 )
%
Nontaxable or nondeductible items
Executive compensation
2,279
0.6
%
5,184
( 21.2 )
%
13,515
1.5
%
Other
439
0.1
%
1,037
( 4.2 )
%
431
—
%
Changes in unrecognized tax benefits
—
—
%
53,590
( 218.8 )
%
( 2,663 )
( 0.3 )
%
Other items
Noncontrolling interests
( 20,774 )
( 5.8 )
%
( 7,659 )
31.3
%
( 8,431 )
( 0.9 )
%
Dividends received deduction
( 3,075 )
( 0.9 )
%
( 4,785 )
19.5
%
( 6,155 )
( 0.7 )
%
Equity-based compensation
( 3,030 )
( 0.8 )
%
( 2,390 )
9.8
%
( 1,786 )
( 0.2 )
%
NOL adjustments
—
—
%
980
( 4.0 )
%
15,186
1.7
%
Other
( 671 )
( 0.2 )
%
157
( 0.6 )
%
( 61 )
—
%
Total income tax expense (benefit) / Effective tax rate
$
63,626
17.5
%
$
( 118,185 )
482.7
%
$
215,867
24.2
%
(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. The tax effect of the temporary differences giving rise to deferred income tax assets and liabilities is as follows (in thousands):
December 31,
2024
2025
Deferred income tax assets:
NOL carryforwards
$
212,289
266,123
Research and development tax credits, net
95,271
102,309
Interest expense carryforwards
46,452
9,516
Equity-based compensation
6,462
4,132
Investment in Antero Midstream
214,357
194,960
Unrealized losses on derivative instruments
9,863
—
Lease liabilities
555,264
477,262
Asset retirement obligations and other
23,080
29,247
Total deferred income tax assets
1,163,038
1,083,549
Valuation allowance
( 43,192 )
( 39,112 )
Deferred income tax assets, net
1,119,846
1,044,437
Deferred income tax liabilities:
Oil and gas properties
1,229,297
1,439,666
Unrealized gains on derivative instruments
—
17,912
Lease right-of-use assets
556,976
478,901
Investment in Martica
24,808
13,837
Other
2,106
1,427
Total deferred income tax liabilities
1,813,187
1,951,743
Deferred tax liability, net
$
( 693,341 )
( 907,306 )
F-39
Table of Contents
ANTERO RESOURCES CORPORATION
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. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the Company’s temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income and tax planning strategies in making this assessment. 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. 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. federal and state NOL carryforwards of approximately $ 960 million and $ 1.9 billion, respectively, exclusive of the valuation allowances discussed above. The U.S. federal and West Virginia NOL carryforwards generated in tax years prior to 2018 expire in 2037. For tax years 2018 and thereafter, U.S. federal and West Virginia NOL carryforwards generated in these jurisdictions have no expiration date. The Colorado NOL carryforwards generated in tax years prior to 2018 or after 2020 expire between 2026 and 2044. The Colorado NOL Carryforwards generated in tax years 2018 through 2020 have no expiration date. As of December 31, 2025, the Company has U.S. 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. The Company and its subsidiaries file tax returns with various state taxing authorities, and those returns remain open to examination for tax years 2021 through 2025.
The Company commissioned a multi-year R&D tax credit study related to the Company’s drilling and completion methods that resulted in a favorable adjustment to the Company’s effective tax rate and future tax obligations. The recorded net R&D tax credit, as of December 31, 2025, expected to be utilized in future periods is $ 102 million. The R&D tax credits expire between 2033 and 2045.
The calculation of the Company’s tax liabilities involves uncertainties in the application of complex tax laws and regulations. The Company gives financial statement recognition to those tax positions that it believes are more-likely-than-not to be sustained upon examination by the IRS or state revenue authorities. The recognition of the unrecognized tax benefit reported by the Company would affect its effective tax rate.
The reserve for uncertain tax positions, excluding interest and penalties, is as follows (in thousands):
Year Ended December 31,
2023
2024
2025
Beginning balance
$
—
—
53,590
Tax positions taken in current year
—
53,590
—
Tax positions taken in the prior year
—
—
( 2,663 )
Ending balance
$
—
53,590
50,927
F-40
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(14) Commitments
The following table sets forth a schedule of future minimum payments for the Company’s contractual obligations, which include leases that have a lease term in excess of one year as of December 31, 2025 (in thousands):
Processing,
Gathering,
Firm
Compression
Operating and
Imputed Interest
Transportation
and Water Service
Financing Leases
for Leases
Other
(a)
(b)
(c)
(c)
(d)
Total
2026
$
1,209,447
32,988
537,006
107,449
17,033
1,903,923
2027
1,203,840
31,699
407,607
80,732
6,088
1,729,966
2028
1,141,428
30,366
347,739
59,329
2,578
1,581,440
2029
785,642
29,857
281,002
41,481
68
1,138,050
2030
695,409
29,121
221,794
27,171
—
973,495
Thereafter
2,988,374
53,356
378,418
30,403
—
3,450,551
Total
$
8,024,140
207,387
2,173,566
346,565
25,767
10,777,425
(a)
Firm Transportation
The Company has entered into firm transportation agreements with various pipelines in order to facilitate the delivery of its production to market. These contracts commit the Company to transport minimum daily natural gas or NGLs volumes at negotiated rates, or pay for any deficiencies at specified reservation fee rates. The amounts in this table are based on the Company’s minimum daily volumes at the reservation fee rate. The values in the table represent the gross amounts that the Company is committed to pay; however, the Company will record in the consolidated financial statements its proportionate share of costs based on its working interest.
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. See Note 3—Transactions for additional information.
(b)
Processing, Gathering, Compression and Water Service Commitments
The Company has entered into various long-term gas processing, gathering, compression and water service agreements. Certain of these agreements were determined to be leases. The minimum payment obligations under the agreements that are not leases are presented in this column.
The values in the table represent the gross amounts that the Company is committed to pay; however, the Company will record in the consolidated financial statements its proportionate share of costs based on its working interest.
(c)
Operating and Finance Leases, including Imputed Interest
The Company has obligations under contracts for services provided by drilling rigs and completion fleets, processing, gathering, and compression services agreements, and office and equipment leases. The values in the table represent the gross amounts that Antero Resources is committed to pay; however, the Company will record in its financial statements its proportionate share of costs based on its working interests. The Company’s operating and finance lease commitments do not include obligations for leases that have not yet commenced.
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. See Note 3—Transactions for additional information.
(d)
Other
The Company has entered into various land acquisition and sand supply agreements. Certain of these agreements contain minimum payment obligations over various terms. The values in the table represent the minimum payments due under these arrangements. None of these agreements were determined to be leases.
F-41
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(e) Contract Terminations
The Company incurs costs associated with the delay or cancellation of certain contracts with third parties. These costs are recorded in contract termination, loss contingency and settlements included in the statements of operations and comprehensive income. 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. There are no remaining payment obligations related to any delayed or cancelled contracts as of December 31, 2025.
(15) Contingencies
(a) Environmental
In June 2018, the Company received a Notice of Violation (“NOV”) from the EPA Region III for alleged violations of the federal Clean Air Act and the West Virginia State Implementation Plan. The NOV alleges that combustion devices at these facilities did not meet applicable air permitting requirements. Separately, in June 2018, the Company received an information request from the EPA Region III pursuant to Section 114(a) of the Clean Air Act relating to the facilities that were inspected in September 2017 as well as additional Antero Resources facilities for the purpose of determining if the additional facilities have the same alleged compliance issues that were identified during the September 2017 inspections. Subsequently, the West Virginia Department of Environmental Protection (“WVDEP”) and the EPA Region V (covering Ohio facilities) each conducted its own inspections, and the Company has separately received NOVs from WVDEP and EPA Region V related to similar issues being investigated by the EPA Region III. The Company continues to negotiate with the EPA and WVDEP to resolve the issues alleged in the NOVs and the information request. The Company’s operations at these facilities are not suspended, and management does not expect these matters to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
(b) Production Taxes
The Company is subject to production taxes in the states in which it operates. 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. 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.
(c) Other
The Company is party to various legal proceedings and claims in the ordinary course of its business. 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. Any such accruals are adjusted thereafter to reflect changed circumstances. 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.
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. 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. 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. 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. 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.
F-42
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
The Company has been named in various lawsuits alleging royalty underpayments, some of which seek class action certification. 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. 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. In a class action lawsuit to which the Company is a party, Jacklin Romeo, et al. v. Antero Resources Corporation, the U.S. 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. The WVSC answered the certified questions in November 2024; 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. 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. 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. 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.
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. 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.
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. 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. 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. See Note 12—Leases for additional information on the Company’s related party leases. See Note 17—Reportable Segments for the operating results of the Company’s reportable segments.
F-43
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(17) Reportable Segments
(a)
Summary of Reportable Segments
The Company’s operations, which are located in the United States, are organized into three reportable segments: (i) exploration and production; (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; 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. These segments are monitored separately by management for performance and are consistent with internal financial reporting. 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. 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). The CODM considered the Company’s actual operating income (loss) as compared to the operating income (loss) for (i) the relevant prior period actual results, (ii) budget and (iii) guidance on a monthly basis for purposes of evaluating performance of each segment and making decisions about allocating capital and other resources to each segment.
General and administrative expenses were allocated to the midstream segment based on the nature of the expenses and on a combination of the segments’ proportionate share of the Company’s consolidated property and equipment, capital expenditures and labor costs, as applicable. General and administrative expenses related to the marketing segment are not allocated because they are immaterial. Other income (expense), income taxes and interest expense are primarily managed and evaluated on a consolidated basis. Intersegment sales were transacted at prices which approximate market. Accounting policies for each segment are the same as the Company’s accounting policies described in Note 2—Summary of Significant Accounting Policies to the consolidated financial statements.
Exploration and Production
The exploration and production segment is engaged in the development, production, exploration and acquisition of natural gas, NGLs and oil properties located in the Appalachian Basin. 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.
Equity Method Investment in Antero Midstream
The Company receives midstream services through its equity method investment in Antero Midstream. Antero Midstream is a related party, and the Company’s CODM also serves as the CODM for Antero Midstream. Antero Midstream owns, operates and develops midstream energy infrastructure primarily to service the Company’s production and completion activity in the Appalachian Basin. Antero Midstream’s assets consist of gathering pipelines, compressor stations, interests in processing and fractionation plants and water handling assets. Antero Midstream provides midstream services to Antero Resources under long-term contracts.
Marketing
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. 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.
F-44
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(b)
Reportable Segments Financial Information
The operating results and assets of the Company’s reportable segments were as follows (in thousands):
Year Ended December 31, 2023
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream (1)
Affiliate
Total
Sales and revenues:
Third-party
$
4,473,969
206,122
1,414
( 1,414 )
4,680,091
Intersegment
1,881
—
1,040,357
( 1,040,357 )
1,881
Total revenue
4,475,850
206,122
1,041,771
( 1,041,771 )
4,681,972
Operating expenses:
Lease operating
118,441
—
—
—
118,441
Gathering and compression
858,462
—
95,507
( 95,507 )
858,462
Processing
1,014,181
—
—
—
1,014,181
Transportation
769,715
—
—
—
769,715
Water handling
—
—
117,658
( 117,658 )
—
Production and ad valorem taxes
158,855
—
—
—
158,855
Marketing
—
284,965
—
—
284,965
General and administrative (excluding equity-based compensation)
164,997
—
39,462
( 39,462 )
164,997
Equity-based compensation
59,519
—
31,606
( 31,606 )
59,519
Facility idling
—
—
2,459
( 2,459 )
—
Depletion, depreciation and amortization
746,849
—
136,059
( 136,059 )
746,849
Impairment of property and equipment
51,302
—
146
( 146 )
51,302
Other (2)
34,676
23,763
7,012
( 7,012 )
58,439
Total operating expenses
3,976,997
308,728
429,909
( 429,909 )
4,285,725
Operating income (loss)
$
498,853
( 102,606 )
611,862
( 611,862 )
396,247
Equity in earnings of unconsolidated affiliates
$
82,952
—
105,456
( 105,456 )
82,952
Capital expenditures for segment assets
$
1,131,863
—
183,733
( 183,733 )
1,131,863
(1) Amounts reflect those recorded in Antero Midstream Corporation’s consolidated financial statements.
(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.
F-45
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
Year Ended December 31, 2024
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream (1)
Affiliate
Total
Sales and revenues:
Third-party
$
4,144,229
179,069
1,944
( 1,944 )
4,323,298
Intersegment
2,298
—
1,104,249
( 1,104,249 )
2,298
Total revenue
4,146,527
179,069
1,106,193
( 1,106,193 )
4,325,596
Operating expenses:
Lease operating
118,693
—
—
—
118,693
Gathering and compression
897,160
—
103,053
( 103,053 )
897,160
Processing
1,069,887
—
—
—
1,069,887
Transportation
735,883
—
—
—
735,883
Water handling
—
—
114,923
( 114,923 )
—
Production and ad valorem taxes
207,671
—
—
—
207,671
Marketing
—
244,906
—
—
244,906
General and administrative (excluding equity-based compensation)
162,876
—
41,754
( 41,754 )
162,876
Equity-based compensation
66,462
—
44,332
( 44,332 )
66,462
Facility idling
—
—
1,721
( 1,721 )
—
Depletion, depreciation and amortization
762,068
—
140,000
( 140,000 )
762,068
Impairment of property and equipment
47,433
—
332
( 332 )
47,433
Other (2)
12,097
—
912
( 912 )
12,097
Total operating expenses
4,080,230
244,906
447,027
( 447,027 )
4,325,136
Operating income (loss)
$
66,297
( 65,837 )
659,166
( 659,166 )
460
Equity in earnings of unconsolidated affiliates
$
93,787
—
110,573
( 110,573 )
93,787
Capital expenditures for segment assets
$
716,779
—
172,347
( 172,347 )
716,779
(1) Amounts reflect those recorded in Antero Midstream Corporation’s consolidated financial statements.
(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.
F-46
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
Year Ended December 31, 2025
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream (1)
Affiliate
Total
Sales and revenues:
Third-party
$
5,147,647
125,900
2,415
( 2,415 )
5,273,547
Intersegment
2,276
—
1,186,011
( 1,186,011 )
2,276
Total revenue
5,149,923
125,900
1,188,426
( 1,188,426 )
5,275,823
Operating expenses:
Lease operating
135,124
—
—
—
135,124
Gathering and compression
946,900
—
107,846
( 107,846 )
946,900
Processing
1,125,358
—
—
—
1,125,358
Transportation
785,168
—
—
—
785,168
Water handling
—
—
124,064
( 124,064 )
—
Production and ad valorem taxes
163,135
—
—
—
163,135
Marketing
—
190,206
—
—
190,206
General and administrative (excluding equity-based compensation)
171,714
—
41,976
( 41,976 )
171,714
Equity-based compensation
60,812
—
45,958
( 45,958 )
60,812
Facility idling
—
—
1,801
( 1,801 )
—
Depletion, depreciation and amortization
749,675
—
134,310
( 134,310 )
749,675
Impairment of property and equipment
29,358
—
984
( 984 )
29,358
Loss on long-lived assets
—
—
86,626
( 86,626 )
—
Other (2)
34,727
—
192
( 192 )
34,727
Total operating expenses
4,201,971
190,206
543,757
( 543,757 )
4,392,177
Operating income (loss)
$
947,952
( 64,306 )
644,669
( 644,669 )
883,646
Equity in earnings of unconsolidated affiliates
$
98,484
—
116,439
( 116,439 )
98,484
Capital expenditures for segment assets
$
820,122
—
162,255
( 162,255 )
820,122
(1) Amounts reflect those recorded in Antero Midstream Corporation’s consolidated financial statements.
(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
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream (1)
Affiliate
Total
Investments in unconsolidated affiliates
$
231,048
—
603,956
( 603,956 )
231,048
Total assets
12,999,930
10,120
5,761,748
( 5,761,748 )
13,010,050
(1) Amounts reflect those recorded in Antero Midstream Corporation’s consolidated financial statements.
As of December 31, 2025
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream (1)
Affiliate
Total
Investments in unconsolidated affiliates
$
245,653
—
585,778
( 585,778 )
245,653
Total assets
13,238,013
7,394
5,884,116
( 5,884,116 )
13,245,407
(1) Amounts reflect those recorded in Antero Midstream Corporation’s consolidated financial statements.
F-47
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(18) Supplemental Information on Oil and Gas Producing Activities (Unaudited)
The tables below set forth supplemental information regarding the Company’s consolidated oil and gas producing activities (in thousands). The amounts shown include the Company’s net working interests in all of its oil and gas properties.
(a)
Capitalized Costs Relating to Oil and Gas Producing Activities
Year Ended December 31,
2024
2025
Unproved properties
$
879,483
796,705
Proved properties
14,395,680
14,049,003
Total oil and gas properties
15,275,163
14,845,708
Accumulated depletion
( 5,625,419 )
( 5,674,702 )
Net capitalized costs (1)
$
9,649,744
9,171,006
(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. See Note 3—Transactions for additional information.
(b)
Costs Incurred in Certain Oil and Gas Activities
Year Ended December 31,
2023
2024
2025
Acquisition costs:
Unproved property
$
151,135
90,995
129,247
Development costs
956,267
614,855
677,633
Exploration costs
8,079
—
7,836
Total costs incurred
$
1,115,481
705,850
814,716
(c) Results of Operations for Oil and Gas Producing Activities
Year Ended December 31,
2023
2024
2025
Revenues
$
4,276,445
4,115,299
5,010,239
Operating expenses:
Production expenses
2,919,654
3,029,294
3,155,685
Exploration expenses
2,691
2,618
2,990
Depletion
738,992
754,010
741,685
Impairment of unproved properties
51,302
47,433
29,358
Results of operations before income taxes
563,806
281,944
1,080,521
Income tax (expense) benefit (1)
( 122,695 )
33,653
( 230,971 )
Results of operations
$
441,111
315,597
849,550
(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.
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Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(d)
Oil and Gas Reserves
Net proved oil and gas reserves for the years ended December 31, 2023, 2024 and 2025 were prepared by the Company’s reserve engineers and audited by D&M utilizing data compiled by the Company. There are many uncertainties inherent in estimating proved reserve quantities, and projecting future production rates and timing of future development costs. In addition, reserve estimates of new discoveries are more imprecise than those of properties with a production history. Accordingly, these estimates are subject to change as additional information becomes available. All reserves are located in the United States.
Proved reserves are the estimated quantities of oil, condensate, NGLs and natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known oil and gas reservoirs under existing economic and operating conditions at the end of the respective years. Proved developed reserves are those reserves expected to be recovered through existing wells with existing equipment and operating methods. The Company estimates proved reserves using average prices received for the previous 12 months .
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. The Company’s development plans for drilling scheduled over the next five years are subject to many uncertainties and variables, including availability of capital, future commodity prices, net cash provided by operating activities, future drilling and completion costs, and other economic factors.
The tables below set forth the changes in quantities of proved reserves and net quantities of proved developed and proved undeveloped reserves for the periods indicated. This information includes the Company’s royalty and net working interest share of the reserves in oil and gas properties.
Oil and
Natural Gas
NGLs
Condensate
Equivalents
(Bcf)
(MMBbl)
(MMBbl)
(Bcfe)
Proved reserves:
December 31, 2022 (1)
10,270
1,217
31
17,759
Revisions
863
54
—
1,187
Extensions, discoveries and other additions
296
18
2
413
Production
( 815 )
( 67 )
( 4 )
( 1,238 )
December 31, 2023 (1)
10,614
1,222
29
18,121
Revisions
265
31
( 2 )
435
Extensions, discoveries and other additions
651
21
1
783
Divestitures of reserves
( 134 )
( 8 )
( 1 )
( 184 )
Production
( 793 )
( 73 )
( 4 )
( 1,252 )
December 31, 2024 (1)
10,603
1,193
23
17,903
Revisions
1,140
32
1
1,331
Extensions, discoveries and other additions
553
18
1
665
Acquisition of reserves
282
37
—
506
Production
( 808 )
( 72 )
( 3 )
( 1,256 )
December 31, 2025 (1)
11,770
1,208
22
19,149
(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. 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. 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.
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Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
Oil and
Natural Gas
NGLs
Condensate
Equivalents
(Bcf)
(MMBbl)
(MMBbl)
(Bcfe)
Proved developed reserves:
December 31, 2023 (1)
7,912
963
15
13,783
December 31, 2024 (1)
7,876
966
13
13,747
December 31, 2025 (1)
8,388
1,003
12
14,478
Proved undeveloped reserves:
December 31, 2023 (2)
2,702
259
14
4,338
December 31, 2024 (2)
2,727
227
10
4,156
December 31, 2025 (2)
3,382
205
10
4,671
(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. 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. 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.
2023 Proved Reserve Changes
Significant changes in proved reserves for the year ended December 31, 2023 include the following:
● Extensions, discoveries, and other additions of 413 Bcfe resulted from delineation and development drilling in the Appalachian Basin.
● Net upward revisions of 1,187 Bcfe include:
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.
o Downward revisions of 81 Bcfe due to decreases in prices for natural gas, NGLs and oil.
2024 Proved Reserve Changes
Significant changes in proved reserves for the year ended December 31, 2024 include the following:
● Extensions, discoveries, and other additions of 783 Bcfe resulted from delineation and development drilling in the Appalachian Basin.
● Net upward revisions of 435 Bcfe include:
o Net upward revisions of previous estimates of 305 Bcfe primarily due to increases in the Company’s ownership interests.
o Net upward revision of 207 Bcfe related to optimization to the Company’s five-year development plan. 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.
o Downward revisions of 77 Bcfe due to decreases in prices for natural gas and oil, partially offset by increases in prices for NGLs.
F-50
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
2025 Proved Reserve Changes
Significant changes in proved reserves for the year ended December 31, 2025 include the following:
● Extensions, discoveries, and other additions of 665 Bcfe resulted from delineation and development drilling in the Appalachian Basin.
● Net upward revisions of 1,331 Bcfe include:
o Net upward revisions of previous estimates of 451 Bcfe primarily due to increases in the Company’s ownership interests.
o Net upward revision of 743 Bcfe related to optimization to the Company’s five-year development plan. 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.
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.
● 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.
(e)
Standardized Measure of Discounted Future Net Cash Flow
The standardized measure relating to proved oil and reserves was prepared in accordance with the provisions of ASC 932. Future cash inflows were computed by applying historical 12-month unweighted arithmetic average first-day-of-the-month average prices. Future prices actually received may materially differ from current prices or the prices used in the standardized measure.
Future production and development costs represent the estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves, assuming continuation of existing economic conditions. Future income tax expenses were computed by applying statutory income tax rates to the difference between pretax net cash flows relating to the Company’s proved reserves and the tax basis of proved oil and gas properties. In addition, the effects of available NOL carryforwards and alternative minimum tax credits were used in computing future income tax expense. The resulting annual net cash inflows were then discounted using a 10 % annual rate.
The following table sets forth the Standardized Measure of the discounted future net cash flows attributable to the Company’s proved reserves (in millions):
Year Ended December 31,
2023
2024
2025
Future cash inflows
$
58,061
52,995
71,879
Future production costs
( 41,887 )
( 41,583 )
( 46,541 )
Future development costs
( 2,027 )
( 2,028 )
( 2,560 )
Future net cash flows before income tax
14,147
9,384
22,778
Future income tax expense
( 2,178 )
( 1,036 )
( 4,017 )
Future net cash flows
11,969
8,348
18,761
10 % annual discount for estimated timing of cash flows
( 6,874 )
( 4,853 )
( 10,651 )
Standardized measure of discounted future net cash flows (1)
$
5,095
3,495
8,110
(1) The standardized measure of discounted future net cash flows for the noncontrolling interests in Martica were $ 170 million, $ 101 million and $ 72 million for the years ended December 31, 2023, 2024 and 2025, respectively.
The Company used the following 12-month weighted average prices to estimate its total equivalent reserves (per Mcfe):
Year Ended December 31,
2023
2024
2025
12-month weighted average price
$
3.20
2.96
3.75
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Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Consolidated Financial Statements (Continued)
(f)
Changes in Standardized Measure of Discounted Future Net Cash Flow
The changes in the Standardized Measure relating to proved oil and natural gas reserves, which were prepared in accordance with the provisions of ASC 932, are as follows (in millions):
Year Ended December 31,
2023
2024
2025
Sales of oil and gas, net of productions costs
$
( 1,357 )
( 1,086 )
( 1,855 )
Net changes in prices and production costs (1)
( 25,672 )
( 2,231 )
6,053
Development costs incurred during the period
637
512
511
Net changes in future development costs
( 96 )
( 117 )
( 207 )
Extensions, discoveries and other additions
69
121
160
Acquisitions of reserves
—
—
284
Divestitures of reserves
—
( 34 )
—
Revisions of previous quantity estimates
190
105
769
Accretion of discount
2,947
593
383
Net change in income taxes
5,069
498
( 1,233 )
Changes in timing and other
( 256 )
39
( 250 )
Net increase (decrease)
( 18,469 )
( 1,600 )
4,615
Beginning of year
23,564
5,095
3,495
End of year (2)
$
5,095
3,495
8,110
(1) The net changes in prices and production costs are calculated prior to the consideration of future income tax expense. The Standardized Measure included future income tax expense of $ 2.2 billion, $ 1.0 billion and $ 4.0 billion for the years ended December 31, 2023, 2024 and 2025, respectively.
(2) The standardized measure for the noncontrolling interests in Martica were $ 170 million, $ 101 million and $ 72 million for the years ended December 31, 2023, 2024 and 2025, respectively .
F-52