Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Common Stock
We have one class of common equity outstanding, our common stock, par value $0.01 per share. Our common stock is listed on the New York Stock Exchange and traded under the symbol “AR.” On February 10, 2023, our common stock was held by 122 holders of record. The number of holders does not include the shareholders for whom shares of our common stock are held in a “nominee” or “street” name.
Issuer Purchases of Equity Securities
The following table sets forth our share purchase activity for each period presented:
Total Number
Approximate
of Shares
Dollar Value
Repurchased
of Shares
as Part of
that May
Total Number
Publicly
Yet be Purchased
of Shares
Average Price
Announced
Under the Plan (2)
Period
Purchased (1)
Paid Per Share
Plans
($ in thousands)
October 1, 2022 - October 31, 2022
4,296,283
$
33.72
4,265,221
$
1,364,818
November 1, 2022 - November 30, 2022
833,083
36.21
833,083
1,334,649
December 1, 2022 - December 31, 2022
728,339
33.45
728,339
1,310,284
Total
5,857,705
$
34.04
5,826,643
(1) The total number of shares purchased includes shares of our common stock transferred to us in order to satisfy tax withholding obligations incurred upon the vesting of equity awards held by our employees in October 2022 .
(2) On October 25, 2022, our Board of Directors authorized a $1.0 billion increase to our share repurchase program to allow us to repurchase up to $2.0 billion of our outstanding common stock.
Share Repurchase Program
On February 15, 2022, our Board of Directors authorized a share repurchase program to opportunistically repurchase up to $1.0 billion of shares of our outstanding common stock. On October 25, 2022, our Board of Directors authorized a $1.0 billion increase to our share repurchase program to allow us to repurchase up to an aggregate of $2.0 billion of our outstanding common stock. Through December 31, 2022, we have repurchased 25 million shares of our common stock through our share repurchase program at a total cost of $874 million. The shares may be repurchased from time to time in open market transactions, through
46
Table of Contents
privately negotiated transactions or by other means in accordance with federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will be determined by us at our discretion and will depend on a variety of factors, including the market price of our common stock, general market and economic conditions and applicable legal requirements. Our share repurchase program will be subject to the new 1% excise tax on stock repurchases imposed under the IRA 2022 for all repurchases on or after January 1, 2023.
Dividend Restrictions
Our ability to pay dividends is governed by (i) the provisions of Delaware general corporation law, (ii) our Certificate of Incorporation and Bylaws, (iii) the indentures relating to our 8.375% senior notes due 2026, 7.625% senior notes due 2029, 5.375% senior notes due 2030 and 4.25% convertible senior notes due 2026 and (iv) the Credit Facility. We have not paid or declared any dividends on our common stock. The amount and timing of future payment of cash dividends on our common stock, if any, is within the discretion of the Board of Directors and will depend on our earnings, capital requirements, financial condition and other relevant factors. There is no assurance that we will pay any cash dividends on our common stock.
Stock Performance Graph
The graph below shows the cumulative total shareholder return assuming the investment of $100 on December 31, 2017 in each of our common stock, the Standard & Poor’s 500 (“S&P 500”) Index, and the Dow Jones U.S. Oil & Gas Index. We believe the Dow Jones U.S. Oil & Gas Index is meaningful because it is an independent, objective view of the performance of similarly-sized energy companies.
The information in this Form 10-K appearing under the heading “Stock Performance Graph” is being “furnished” pursuant to Item 2.01(e) of Regulation S-K under the Securities Act and shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 2.01(e) of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act and shall not be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act except to the extent that we specifically request that it be treated as such.
ITEM 6. RESERVED
47
Table of Contents