What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-12 compared with 2024-02-14 · 464 added, 438 removed, 1340 unchanged (40% of the section changed)

88 unchanged sentences

001-36120) filed on February 12, 2020).

Sixth Amended and Restated Credit Facility, 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.

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).

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001-36120) filed on October 11, 2013).

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the Antero Resources Corporation Long-Term Incentive Plan (incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K (Commission File No.

001-36120) filed on February 25, 2015).

Global Amendment to Grant Notices and Award Agreements Under the Antero Resources Corporation 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 October 26, 2016).

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.

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001-36120) filed on October 10, 2018).

Description of Exhibit

Registration Rights Agreement, dated March 12, 2019, by and among Antero Midstream Corporation, the Company, Arkrose Subsidiary Holdings LLC, Glen C.

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001-36120) filed on March 13, 2019).

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Form for Special Retention Awards) under the Antero Resources Corporation 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 29, 2020).

Form of Retention Award Grant Notice and Retention Award Agreement under the Antero Resources Corporation 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 April 29, 2020).

Antero Resources Corporation 2020 Long-Term Incentive Plan, effective June 17, 2020 (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 23, 2020).

Form of Retention Award Grant Notice and Retention Award Agreement under the Antero Resources Corporation 2020 Long-Term Incentive Plan (Employees) (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 28, 2020).

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).

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 10.3 to the Company’s Quarterly Report on Form 10-Q (Commission File No.

Description of Exhibit

Report on Form 10-Q (Commission File No.

001-36120) filed on October 28, 2020).

3 unchanged sentences

001-36120) filed on July 27, 2022).

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).

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).

Antero Resources Corporation Insider Trading Policies .

Subsidiaries of Antero Resources Corporation.

List of Guarantor Subsidiaries.

Consent of KPMG LLP.

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Section 1350).

Federal Mine Safety and Health Act Information.

Antero Resources Corporation Incentive Compensation Recovery Policy .

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.

Report of DeGolyer and MacNaughton, dated as of January 20, 2025, for proved reserves as of December 31, 2024.

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001-36120) filed on February 15, 2023).

Description of Exhibit

The following financial information from this Form 10-K of Antero Resources Corporation for the year ended December 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements, tagged as blocks of text.

(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.

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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Chairman of the Board,

Director, Chief Executive Officer and President

Director, President and Chief Executive Officer

February 12, 2025

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(principal accounting officer)

/s/ ROBERT J.

February 14, 2024

/s/ BENJAMIN A.

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Howard Keenan, Jr.

/s/ JEFFREY S.

February 12, 2025

/s/ JACQUELINE C.

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Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income (Loss )

Consolidated Statements of Operations and Comprehensive Income

Consolidated Statements of Equity

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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, 2022 and 2023, the related consolidated statements of operations and comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements).

We have audited the accompanying consolidated balance sheets of Antero Resources Corporation and subsidiaries (the Company) as of December 31, 2023 and 2024, 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, 2024, 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, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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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.

Estimated oil and gas reserves impact 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 proved oil and gas properties using the units-of-production method.

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, 2024, the Company recorded depletion expense related to proved oil and gas properties of $754 million.

Estimating proved oil and gas reserves requires the expertise of professional petroleum reservoir engineers, who take into consideration forecasted production and operating cost assumptions.

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 total proved oil and gas reserves, which is an input in the depletion expense calculation.

Auditor judgment was also required to evaluate the significant assumptions used by the Company related to forecasted production, estimated future operating costs, and oil and gas prices inclusive of market differentials because changes to these assumptions could have a significant impact on the estimated oil and gas reserves.

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 certain 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 external engineering firm, (2) the knowledge, skill, 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 analyzed and recalculated depletion expense for compliance with industry and regulatory standards.

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.

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We evaluated the operating cost assumptions utilized by the internal reservoir engineers by comparing them to historical costs.

We evaluated the oil and gas prices utilized by the internal reservoir engineers by comparing them to publicly available prices and tested the relevant market differentials.

We read and considered the findings of the Company’s external reservoir engineering specialists in connection with our evaluation of the Company’s reserve estimates.

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.

We have served as the Company’s auditor since 2003.

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authorized - 1,000,000 shares;

297,393 shares issued and 297,359 shares outstanding as of December 31, 2022, and 303,544 shares issued and outstanding as of December 31, 2023

303,544 and 311,165 shares issued and outstanding as of December 31, 2023 and December 31, 2024, respectively

Additional paid-in capital

Retained earnings

Treasury stock, at cost;

34 shares and zero shares as of December 31, 2022 and 2023, respectively

Total stockholders' equity

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ANTERO RESOURCES CORPORATION

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Operations and Comprehensive Income

(In thousands, except per share amounts)

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( 1,615,836 )

Amortization of deferred revenue, VPP

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Accretion of asset retirement obligations

Contract termination and loss contingency

Contract termination, loss contingency and settlements

Loss (gain) on sale of assets

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Loss on early extinguishment of debt

Loss on convertible note inducements and equitizations

Transaction expense

Loss on convertible note inducements

Total other expense

Income (loss) before income taxes

Income tax benefit (expense)

Net income (loss) and comprehensive income (loss) including noncontrolling interests

Income tax (expense) benefit

Net income and comprehensive income including noncontrolling interests

net income and comprehensive income attributable to noncontrolling interests

Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation

Net income (loss) per common share—basic

Net income (loss) per common share—diluted

Net income and comprehensive income attributable to Antero Resources Corporation

Income per share—basic

Income per share—diluted

Weighted average number of common shares outstanding:

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Balances, December 31, 2021

Issuance of common shares

Issuance of common units in Martica Holdings, LLC

Equity component of 2026 Convertible Notes, net

Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes

Conversion of 2026 Convertible Notes

Repurchases and retirements of common stock

Equity-based compensation

Distributions to noncontrolling interests

Net income (loss) and comprehensive income (loss)

Net income and comprehensive income

Balances, December 31, 2022

Equity component of 2026 Convertible Notes, net

Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes

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Conversion of 2026 Convertible Notes

Repurchases and retirements of common stock

Equity-based compensation

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Cash flows provided by (used in) operating activities:

Net income (loss) including noncontrolling interests

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income including noncontrolling interests

Adjustments to reconcile net income to net cash provided by operating activities:

Depletion, depreciation, amortization and accretion

Commodity derivative fair value losses (gains)

Losses on settled commodity derivatives

( 1,183,400 )

Settled commodity derivative gains (losses)

( 1,911,065 )

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Amortization of deferred revenue

Amortization of debt issuance costs, debt discount and other

Amortization of debt issuance costs and other

Settlement of asset retirement obligations

Contract termination and loss contingency

Contract termination, loss contingency and settlements

Loss (gain) on sale of assets

Loss on early extinguishment of debt

Loss on convertible note inducements and equitizations

Loss on convertible note inducements

Changes in current assets and liabilities:

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Change in other assets

Change in other liabilities

Net cash used in investing activities

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Repurchases of common stock

Issuance of senior notes

Repayment of senior notes

( 1,027,559 )

Borrowings on Credit Facility

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Payment of debt issuance costs

Sale of noncontrolling interest

Distributions to noncontrolling interests

Employee tax withholding for settlement of equity compensation awards

Convertible note inducements and equitizations

Employee tax withholding for settlement of equity-based compensation awards

Convertible note inducements

Net cash provided by (used in) financing activities

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therefore, its net income or loss is equal to its comprehensive income or loss.

In the course of preparing our consolidated financial statements for the year ended December 31, 2024, the Company identified an error in the quarterly calculations related to depletion expense of the Company’s proved oil and gas properties.

See Note 19—Immaterial Correction of Prior Period Error to the consolidated financial statements for additional information.

Principles of Consolidation

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● Antero provides accounting, administrative and other services to Martica under a Management Services Agreement.

The Company accounts for its interest in Antero Midstream Corporation (“Antero Midstream”) using the equity method of accounting.

As of December 31, 2022 and 2023, the Company had 29.1 % and 29.0 % , respectively, interest in Antero Midstream.

The Company accounts for its interest in Antero Midstream using the equity method of accounting.

As of December 31, 2023 and 2024, 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 Antero’s ownership interest, representation on the board of directors and participation in the policy-making decisions of equity method investees.

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 investees that are 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 (loss) and cash flows.

When Antero records its proportionate share of net income or net loss, it is recorded in equity in earnings (loss) of unconsolidated affiliate in the statements of operations and comprehensive income (loss) and the carrying value of that investment on the Company’s balance sheet.

When a distribution is received, it is recorded as a reduction to the carrying value of that investment on the Company’s balance sheet.

The Company’s equity in earnings of unconsolidated affiliates 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”) as of March 12, 2019, on such date, the Company deconsolidated Antero Midstream Partners.

See Note 5—Equity Method Investments to the consolidated financial statements for further discussion on equity method investments.

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

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

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 to the consolidated financial statements for additional information on equity method investments.

Distributions received from equity method investees are recorded as reductions to the carrying value of the investment on the consolidated balance sheet.

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 inflows from operating activities) or a return of investment (classified as cash inflows from investing activities).

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).

Use of Estimates

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A gain or loss is recognized for all other sales of producing properties.

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.

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Impairment of unproved properties was $ 98 million, $ 51 million and $ 47 million for the years ended December 31, 2022, 2023 and 2024, respectively.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

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.

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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 not incur any impairment expenses associated with its proved properties during the years ended December 31, 2021, 2022 and 2023.

The Company did no t incur any impairment expenses associated with its proved properties during the years ended December 31, 2022, 2023 and 2024.

As of December 31, 2024, 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.

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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.

The amortization and write-off related to deferred debt issuance costs was $ 7 million, $ 4 million and $ 4 million for the years ended December 31, 2021, 2022 and 2023, respectively.

The amortization and write-off related to deferred debt issuance costs was $ 4 million for the years ended December 31, 2022, 2023 and 2024.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

Derivative Financial Instruments

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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

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

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 (loss).

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.

The Company’s derivatives have not been designated as hedges for accounting purposes.

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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 (loss).

NGLs, which are extracted from natural gas through processing, are either sold by the Company directly or by the processor under processing contracts.

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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.

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 (loss).

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

Marketing Revenues and Expenses

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.

(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.

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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 (loss).

Marketing expenses include the cost of purchased third-party natural gas and NGLs.

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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 (loss).

Concentrations of Credit Risk

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The Company has not experienced significant credit losses on its receivables.

The Company’s sales to Six One Commodities LLC accounted for 10 % and 12 % of total sales for the years ended December 31, 2021 and 2022, respectively.

No customer accounted for more than 10% of the Company’s sales for the year ended December 31, 2023.

The Company’s sales to Six One Commodities LLC accounted for 12 % for the year ended December 31, 2022.

No customer accounted for more than 10% of the Company’s sales for the years ended December 31, 2023 and 2024.

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 three different counterparties.

The Company has economic hedges in place with four different counterparties.

As of December 31, 2024, the Company did not have any commodity derivative assets with bank counterparties under our Credit Facility.

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The Company, at times, may have cash in banks in excess of federally insured amounts.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

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.

On July 8, 2022, Pennsylvania enacted new tax laws that are effective January 1, 2023 on a prospective basis that reduce the state’s corporate income tax rate.

As a result of this tax law change together with changes in the Company’s apportionment to Pennsylvania, the Company’s net deferred income tax liability was reduced by $ 41 million with a corresponding income tax benefit during the year ended December 31, 2022.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

Unrecognized tax benefits represent potential future tax obligations for uncertain tax positions taken on previously filed tax returns that may not ultimately be sustained.

The Company recognizes interest expense related to unrecognized tax benefits in interest expense and fines and penalties for tax-related matters as income tax expense.

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.

Fair Value Measurements

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and (iii) midstream services through the Company’s equity method investment in Antero Midstream.

See Note 17—Reportable Segments to the consolidated financial statements for more information.

See Note 17—Reportable Segments to the consolidated financial statements 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.

Net Income (Loss) Per Common Share

Net income (loss) per common share—basic for each period is computed by dividing net income (loss) attributable to Antero by the basic weighted average number of shares outstanding during the period.

Net income (loss) per common share—diluted for each period is computed after giving consideration to the potential dilution from (i) outstanding equity 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, performance share unit (“PSU”) awards and stock options in the calculation of diluted weighted average 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 shares outstanding is equal to basic weighted average shares outstanding because the effects of all equity awards and the 2026 Convertible Notes are anti-dilutive.

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, performance share unit (“PSU”) awards and stock options in the calculation of diluted weighted average common shares outstanding based on the number of common shares that would be issuable if the end of the period was also the end of the performance period required for the vesting of the awards.

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.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

The following is a reconciliation of the Company’s income (loss) attributable to common stockholders for basic and diluted net income (loss) per common share (in thousands):

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,

Net income (loss) attributable to Antero Resources Corporation—common shareholders

Net income attributable to Antero Resources Corporation—common shareholders

Interest expense for 2026 Convertible Notes

Tax-effect of interest expense for 2026 Convertible Notes

Net income (loss) attributable to Antero Resources Corporation—common shareholders and assumed conversions

Net income (loss) per common share—basic

Net income (loss) per common share—diluted

Net income attributable to Antero Resources Corporation—common shareholders and assumed conversions

Net income per common share—basic

Net income per common share—diluted

Weighted average common shares outstanding—basic

Weighted average common shares outstanding—diluted

The following is a reconciliation of the Company’s basic weighted average shares outstanding to diluted weighted average shares outstanding during the periods presented (in thousands):

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,

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Diluted weighted average number of common shares outstanding

Weighted average number of outstanding securities excluded from calculation of diluted net income (loss) per common share (1) :

Weighted average number of outstanding securities excluded from calculation of diluted net income per common share (1) :

Stock options

2026 Convertible Notes

(1) The potential dilutive effects of these awards were excluded from the computation of net income (loss) per common share—diluted because the inclusion of these awards would have been anti-dilutive.

(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.

Treasury Stock and Share Retirement

5 unchanged sentences

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

Compensation cost is recognized ratably over the applicable vesting or service period.

Forfeitures are accounted for as they occur by reversing the expense

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

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 to the consolidated financial statements for more information regarding the Company’s equity-based compensation.

previously recognized for awards that were forfeited during the period.

See Note 9—Equity-Based Compensation to the consolidated financial statements for additional information

Recently Adopted or Issued Accounting Standards

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Upon adoption of this new standard, the Company reclassified $ 24 million, net of deferred income taxes and equity issuance costs, from additional paid-in capital and increased long-term debt by $ 27 million, reduced deferred income tax liability by $ 6 million and reduced accumulated deficit by $ 3 million as of January 1, 2022.

Additionally, annual interest expense for the 2026 Convertible Notes beginning January 1, 2022 is based on an effective interest rate of 4.9 % as compared to 15.3 % for the year ended December 31, 2021.

In December 2019, the FASB issued ASU No.

2019-12, Simplifying the Accounting for Income Taxes .

This ASU removes certain exceptions to the general principles in ASC 740, Income Taxes (“ASC 740”) and also simplifies portions of ASC 740 by clarifying and amending existing guidance.

It is effective for interim and annual reporting periods beginning after December 15, 2020.

The Company adopted this ASU on January 1, 2021, and it did not have a material impact on the Company's consolidated financial statements.

Additionally, annual interest expense for the 2026 Convertible Notes beginning January 1, 2022 was based on an effective interest rate of 4.9 % as compared to 15.3 % for the year ended December 31, 2021.

In December 2023, the FASB issued ASU No.

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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 this Annual Report on Form 10-K for the year ended December 31, 2024, and it did not have a material impact on the Company’s consolidated financial statements.

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 2023-07 is required to be applied retrospectively to all prior periods presented in the financial statements.

The Company is evaluating the impact that ASU 2023-07 will have on the consolidated financial statements and its plans for adoption, including the adoption date .

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.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

(3) Transactions

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All cash contributed by Sixth Street at the initial closing and received as part of these additional contributions was distributed to the Company.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

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 had 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.

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) may be re-conveyed to the Company (at the Company’s election) if certain production targets attributable to the ORRIs are achieved through March 31, 2023.

Any portion of the Incremental Override that may 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.

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.

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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.

Drilling Partnerships

2021-2024 Drilling Partnership

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Additionally, for each annual tranche, Antero Resources and QL will enter into assignments, bills of sale and conveyances pursuant to which QL will be conveyed a proportionate working interest percentage in each well spud in that year, which conveyances will not be subject to any reversion.

Under the terms of the arrangement, QL funded development capital of 20 %, 15 % and 15 % for wells spud in 2021, 2022 and 2023, respectively, and will fund 20 % of development capital for wells spud in 2024, which funding amounts represent QL’s proportionate working interest in such wells.

Additionally, Antero Resources may receive a carry in the form of a one-time payment from QL for each annual tranche if the IRR for such tranche exceeds certain specified returns, which will be determined no earlier than October 31 and no later than December 1 following the end of each tranche year.

The Company received a carry of $ 29 million for each of the 2021 and 2022 tranches during the years ended December 31, 2022 and 2023.

All of the wells spud during each calendar year period will be a separate annual tranche.

Under the terms of the arrangement, QL funded development capital of 20 % for wells spud in 2021 and 2024 and 15 % for wells spud in 2022 and 2023, which funding amounts represent QL’s proportionate working interest in such wells.

Additionally, we may receive a carry in the form of a one-time payment from QL for each annual tranche if the IRR for such tranche exceeds certain specified returns, which will be determined no earlier than October 31 and no later than December 1 following the end of each tranche year.

We received a carry of $ 29 million for each of the 2021 and 2022 tranches during the years ended December 31, 2022 and 2023 and a carry of $ 32 million for the 2023 tranche during the year ended December 31, 2024.

Capital costs in excess of, and cost savings below, a specified percentage of budgeted amounts for each annual tranche will be for Antero Resources’ account.

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 .

The Company has accounted for the 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 the interests conveyed during the years ended December 31, 2021, 2022 and 2023.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

No gain or loss was recognized for the interests conveyed during the years ended December 31, 2022, 2023 and 2024.

2025 Drilling Partnership

On December 11, 2024, we 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 Antero 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, we will enter into an assignment, bill of sale and conveyance pursuant to which the third-party will be conveyed a proportionate working interest percentage in such well, which conveyances will not be subject to any reversion.

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 to the consolidated financial statements for more information on reportable segments.

See Note 17—Reportable Segments to the consolidated financial statements for additional information on reportable segments.

Year Ended December 31,

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( 1,573,071 )

Total revenue

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(a) Summary of Equity Method Investment

As of December 31, 2022 and 2023, Antero owned 29.1 % and 29.0 %, respectively, of Antero Midstream’s common stock, which is reflected in Antero’s consolidated financial statements using the equity method of accounting.

As of December 31, 2023 and 2024, 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):

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Balance as of December 31, 2023 (1)

Additional investments (2)

Equity in earnings of unconsolidated affiliate

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(1) The fair value of the Company’s investment in Antero Midstream as of December 31, 2023 and 2024 was $ 1.7 billion and $ 2.1 billion, respectively, based on the quoted market share price of Antero Midstream.

(2) 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.

(b) Summarized Financial Information of Antero Midstream

26 unchanged sentences

Credit Facility (a)

8.375 % senior notes due 2026 (c)

7.625 % senior notes due 2029 (d)

5.375 % senior notes due 2030 (e)

7.625 % senior notes due 2029 (f)

5.375 % senior notes due 2030 (g)

4.25 % convertible senior notes due 2026 (h)

4.25 % convertible senior notes due 2026 (f)

Total principal

1 unchanged sentence

Long-term debt

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, 2024, the Unsecured Credit Facility had lender commitments of $ 1.65 billion and available borrowing capacity of $ 1.2 billion.

The Unsecured Credit Facility matures on July 30, 2029 (the “Maturity Date”), provided that Antero Resources may request two one-year extensions of the Maturity Date, subject to satisfaction of certain conditions and consent of the extending lenders.

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.

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;

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, 2024.

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.

Senior Secured Revolving Credit Facility

Antero Resources has a senior secured revolving credit facility with a consortium of bank lenders.

On October 26, 2021, Antero Resources entered into an amended and restated Credit Facility .

Borrowings under the Credit Facility are subject to borrowing base limitations based on the collateral value of Antero Resources’ assets and are subject to regular semi-annual redeterminations.

As of December 31, 2022 and 2023, the Credit Facility had a borrowing base of $ 3.5 billion with lender commitments of $ 1.5 billion and $ 1.6 billion, respectively.

The borrowing base was re-affirmed in the semi-annual redetermination in October 2023 and the next redetermination of the borrowing base is scheduled to occur in April 2024.

The maturity date of the Credit Facility is the earlier of (i) October 26, 2026 and (ii) the date that is 180 days prior to the earliest stated redemption date of any series of the Company’s then outstanding Senior Notes .

As of December 31, 2023, the Credit Facility had an available borrowing capacity of $ 692 million.

The Credit Facility contains requirements with respect to leverage and current ratios, and certain covenants, including restrictions on our ability to incur debt and limitations on our ability to pay dividends unless certain customary conditions are met, in each case, subject to customary carve-outs and exceptions.

Antero Resources was in compliance with all of the financial covenants under the Credit Facility as of December 31, 2022 and 2023.

The Credit Facility in effect prior to October 26, 2021 provided for borrowing under either an Alternate Base Rate or as a Eurodollar Loan (as each term is defined in the agreement) , and the Credit Facility in effect on and after October 26, 2021 provides for borrowing at either an Adjusted Term SOFR, an Adjusted Daily Simple SOFR or an Alternate Base Rate (each as defined in the Credit Facility).

The Credit Facility provides for interest only payments until maturity at which time all outstanding borrowings are due.

Interest was payable at a variable rate based on LIBOR or the Alternative Base Rate (as defined in the agreement), determined by election at the time of borrowing, plus an applicable margin rate under the Credit Facility in effect prior to October 26, 2021.

Interest is 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 rate under the Credit Facility on or after October 26, 2021.

Interest at the time of borrowing is determined with

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.

As of December 31, 2023, the Secured Credit Facility had a borrowing base of $ 3.5 billion with lender commitments of $ 1.6 billion.

The borrowing base was re-affirmed in the semi-annual redetermination in April 2024.

The Secured Credit Facility was refinanced in full and terminated upon the closing of the Unsecured Credit Facility on July 30, 2024.

The Secured Credit Facility contained requirements with respect to leverage and current ratios, and certain covenants, including restrictions on our ability to incur debt and limitations on our ability to pay dividends unless certain customary conditions are met, in each case, subject to customary carve-outs and exceptions.

Antero Resources was in compliance with all of the financial covenants under the Secured Credit Facility as of December 31, 2023.

The Secured Credit Facility provided for borrowing at either an Adjusted Term SOFR, an Adjusted Daily Simple SOFR or an Alternate Base Rate, in each case, plus an Applicable Margin (each as defined in the Secured Credit Facility).

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).

As of December 31, 2023, Antero Resources had an outstanding balance under the Secured Credit Facility of $ 417 million, with a weighted average interest rate of 7.71 %, and outstanding letters of credit of $ 501 million.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

reference to the Antero Resources’ then-current leverage ratio subject to certain exceptions.

Commitment fees on the unused portion of the Credit Facility are due quarterly at rates ranging from 0.375 % to 0.500 % with respect to the Credit Facility, determined with reference to borrowing base utilization subject to certain exceptions based on the leverage ratio then in effect.

The Credit Facility includes fall away covenants, lower interest rates and reduced collateral requirements that Antero Resources may elect if Antero Resources is assigned an Investment Grade Rating (as defined in the Credit Facility).

As of December 31, 2022, Antero Resources had an outstanding balance under the Credit Facility of $ 35 million, with a weighted average interest rate of 6.42 %, and outstanding letters of credit of $ 504 million.

As of December 31, 2023, Antero Resources had an outstanding balance under the Credit Facility of $ 417 million, with a weighted average interest rate of 7.71 %, and outstanding letters of credit of $ 501 million.

5.00 % Senior Notes Due 2025

On May 6, 2014, Antero Resources issued $ 600 million of 5.125 % senior notes due December 1, 2022 (the “2022 Notes”) at par .

On September 18, 2014, Antero Resources issued an additional $ 500 million of the 2022 Notes at 100.5 % of par.

The Company repurchased or otherwise fully redeemed all of the 2022 Notes between 2019 and the first quarter of 2021, and the 2022 Notes were fully retired as of February 10, 2021.

Interest on the 2022 Notes was payable on June 1 and December 1 of each year.

See “—Debt Repurchase Program” below for more information.

5.625 % Senior Notes Due 2023

On March 17, 2015, Antero Resources issued $ 750 million of 5.625 % senior notes due June 1, 2023 (the “2023 Notes”) at par .

The Company repurchased or otherwise fully redeemed all of the 2023 Notes between 2020 and the second quarter of 2021, and the 2023 Notes were fully retired as of June 1, 2021 .

Interest on the 2023 Notes was payable on June 1 and December 1 of each year.

See “—Debt Repurchase Program” below for more information .

5.00 % Senior Notes Due 2025

On December 21, 2016, Antero Resources issued $ 600 million of 5.00 % senior notes due March 1, 2025 (the “2025 Notes”) at par .

6 unchanged sentences

See “—Debt Repurchase Program” below for more information.

The 2026 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility.

The 2026 Notes rank pari passu to Antero Resources’ other outstanding Senior Notes.

The 2026 Notes are guaranteed on a full and unconditional and joint and several senior unsecured basis by Antero Resources’ existing subsidiaries that guarantee the Credit Facility and certain of its future restricted subsidiaries.

The 2026 Notes are unsecured and rank pari passu to Antero Resources’ Unsecured Credit Facility and other outstanding senior notes.

As of July 30, 2024, the 2026 Notes are not guaranteed by any of Antero Resources’ subsidiaries.

Interest on the 2026 Notes is payable on January 15 and July 15 of each year.

Antero Resources may redeem all or part of the 2026 Notes at any time on or after January 15, 2024 at redemption prices ranging from 104.188 % on or after January 15, 2024 to 100.00 % on or after January 15, 2026.

At any time prior to January 15, 2024, Antero Resources may also redeem the 2026 Notes, in whole or in part, at a price equal to 100 % of the principal amount of the 2026 Notes plus a “make-whole” premium and accrued and unpaid interest.

Antero Resources may redeem all or part of the 2026 Notes at any time at redemption prices ranging from 104.188 % as of December 31, 2024 to 100.00 % on or after January 15, 2026.

If Antero Resources undergoes a change of control followed by a rating decline, the holders of the 2026 Notes will have the right to require Antero Resources to repurchase all or a portion of the notes at a price equal to 101 % of the principal amount of the 2026 Notes, plus accrued and unpaid interest.

2 unchanged sentences

The Company redeemed or otherwise repurchased $ 116 million principal amount of the 2029 Notes during the year ended December 31, 2021 and repurchased $ 177 million of the 2029 Notes during the year ended December 31, 2022, and as of December 31, 2024, $ 407 million principal amount of the 2029 Notes remained outstanding.

See “—Debt Repurchase Program”

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

below for more information.

The 2029 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility.

The 2029 Notes rank pari passu to Antero Resources’ other outstanding Senior Notes.

The 2029 Notes are guaranteed on a full and unconditional and joint and several senior unsecured basis by Antero Resources’ existing subsidiaries that guarantee the Credit Facility and certain of its future restricted subsidiaries.

See “—Debt Repurchase Program” below for more information.

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 on or after February 1, 2024 at redemption prices ranging from 103.813 % on or after February 1, 2024 to 100.00 % on or after February 1, 2027.

In addition, on or before February 1, 2024, Antero Resources may redeem up to 35 % of the aggregate principal amount of the 2029 Notes, but in an amount not greater than the net cash proceeds of certain equity offerings, if certain conditions are met, at a redemption price of 107.625 % of the principal amount of the 2029 Notes, plus accrued and unpaid interest, which option the Company partially exercised on October 18, 2021 with its notice to redeem $ 116 million aggregate principal amount of outstanding 2029 Notes.

At any time prior to February 1, 2024, Antero Resources may also redeem the 2029 Notes, in whole or in part, at a price equal to 100 % of the principal amount of the 2029 Notes plus a “make-whole” premium and accrued and unpaid interest.

Antero Resources may redeem all or part of the 2029 Notes at any time at redemption prices ranging from 103.813 % as of December 31, 2024 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.

1 unchanged sentence

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 effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility.

The 2030 Notes rank pari passu to Antero Resources’ other outstanding Senior Notes.

The 2030 Notes are guaranteed on a full and unconditional and joint and several senior unsecured basis by Antero Resources’ existing subsidiaries that guarantee the Credit Facility and certain of its future restricted subsidiaries.

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.

3 unchanged sentences

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.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

4.25 % Convertible Senior Notes Due 2026

2 unchanged sentences

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, during 2022 and 2023, $ 55 million aggregate principal amount of the 2026 Convertible Notes were converted pursuant to their terms or induced into conversion by the Company.

See “—Equitizations, Conversions and Inducements,” for more information.

As of December 31, 2023, $ 26 million principal amount of the 2026 Convertible Notes remained outstanding.

The 2026 Convertible Notes were issued pursuant to an indenture and are senior, unsecured obligations of Antero Resources.

The 2026 Convertible Notes bear 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.

Each capitalized term used in this subsection but not otherwise defined in this Annual Report on Form 10-K has the meaning as set forth in the indenture governing the 2026 Convertible Notes.

The initial conversion rate is 230.2026 shares of Antero Resources’ common stock per $1,000 principal amount of 2026 Convertible Notes, subject to adjustment upon the occurrence of specified events.

As of December 31, 2023, the if-converted value of the 2026 Convertible Notes was $ 138 million, which exceeded the principal amount of the 2026 Convertible Notes by $ 112 million.

The 2026 Convertible Notes will mature on September 1, 2026, unless earlier repurchased, redeemed or converted.

Before May 1, 2026, noteholders will have the right to convert their 2026 Convertible Notes only upon the occurrence of the following events:

● during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on September 30, 2020, if the Last Reported Sale Price per share of Antero Resources’ common stock exceeds 130 % of the Conversion Price for each of at least 20 Trading Days (whether or not consecutive) during the 30 consecutive Trading

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter (the “Stock Price Condition”) ;

● during the five consecutive Business Days immediately after any 10 consecutive Trading Day period (such 10 consecutive Trading Day period, the “Measurement Period”) if the Trading Price per $1,000 principal amount of 2026 Convertible Notes, as determined following a request by a noteholder in accordance with the procedures set forth below, for each Trading Day of the Measurement Period was less than 98 % of the product of the Last Reported Sales Price per share of common stock on such Trading Day and the conversion rate on such Trading Day;

● if Antero Resources calls any or all of the 2026 Convertible Notes for redemption, at any time prior to the close of business on the scheduled Trading Day immediately preceding the redemption date;

● upon the occurrence of certain specified corporate events as set forth in the indenture governing the 2026 Convertible Notes.

From and after May 1, 2026, noteholders may convert their 2026 Convertible Notes at any time at their election until the close of business on the second scheduled Trading Day immediately before the maturity date.

Upon conversion, Antero Resources may 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.

The 2026 Convertible Notes have met the Stock Price Condition allowing holders of the 2026 Convertible Notes to exercise their conversion right as of December 31, 2023.

The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the indenture governing the 2026 Convertible Notes.

In addition, following certain corporate events, as described in the indenture governing the 2026 Convertible Notes, that occur prior to the maturity date, Antero Resources will increase the conversion rate for a holder who elects to convert its 2026 Convertible Notes in connection with such a corporate event.

If certain corporate events that constitute a Fundamental Change occur, then noteholders may require Antero Resources to repurchase their 2026 Convertible Notes at a cash repurchase price equal to the principal amount of the 2026 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date.

The definition of Fundamental Change includes certain business combination transactions involving Antero Resources and certain de-listing events with respect to Antero Resources’ common stock.

Upon issuance, the Company separately accounted for the liability and equity components of the 2026 Convertible Notes.

The liability component was recorded at the estimated fair value of a similar debt instrument without the conversion feature.

The difference between the principal amount of the 2026 Convertible Notes and the estimated fair value of the liability component was recorded as a debt discount and was amortized to interest expense, together with debt issuance costs, over the term of the 2026 Convertible Notes using the effective interest method, with an effective interest rate of 15.3 % per annum.

As of the issuance date, the fair value of the 2026 Convertible Notes was estimated at $ 172 million, resulting in a debt discount at inception of $ 116 million.

The equity component, representing the value of the conversion option, was computed by deducting the fair value of the liability component from the initial proceeds of the 2026 Convertible Notes issuance.

This equity component was recorded, net of deferred income taxes and issuance costs, in additional paid-in capital within the consolidated balance sheet and statement of stockholders’ equity.

Transaction costs related to the 2026 Convertible Notes issuance were allocated to the liability and equity components based on their relative fair values.

Issuance costs attributable to the liability component 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.

Issuance costs attributable to the equity component were recorded as a charge to additional paid-in capital within the consolidated balance sheet and statement of stockholders’ equity.

Effective January 1, 2022, the Company adopted ASU 2020-06 whereby the Company reclassified the equity component of the 2026 Convertible Notes outstanding on such date, net of deferred income taxes and equity issuance costs, from additional paid-in capital to long-term debt.

See Note 2—Summary of Significant Accounting Policies to the consolidated financial statements.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

The 2026 Convertible Notes consist of the following (in thousands):

unamortized debt issuance costs

Net carrying value

Interest expense recognized on the 2026 Convertible Notes related to the stated interest rate, amortization of the debt discount and debt issuance costs totaled $ 11 million, $ 3 million and $ 2 million for the years ended December 31, 2021, 2022 and 2023, respectively.

Equitizations, Conversions and Inducements

Equitizations

On January 12, 2021, the Company completed a registered direct offering (the “January Share Offering”) of an aggregate of 31.4 million shares of its common stock at a price of $ 6.35 per share to certain holders of the 2026 Convertible Notes.

The Company used the proceeds from the January Share Offering and $ 63 million of borrowings under the Credit Facility to repurchase from such holders $ 150 million aggregate principal amount of the 2026 Convertible Notes in privately negotiated transactions (the “January Convertible Note Repurchase,” and, collectively with the January Share Offering, the “January Equitization Transactions”).

The 2026 Convertible Notes had a conversion rate of 230.2026 shares of the Company’s common stock per $1,000 principal amount, and the January Equitization Transactions had the effect of increasing this conversion rate to 275.3525 shares of common stock per $1,000 principal amount.

The Company accounted for this transaction as an inducement of the 2026 Convertible Notes, and as a result, the Company recorded a $ 39 million loss on convertible note equitization in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2021 for the consideration paid in excess of the original terms of the 2026 Convertible Notes.

Additionally, the January Equitization Transactions resulted in a loss on early extinguishment of debt of $ 41 million in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2021.

On May 13, 2021, the Company completed a registered direct offering (the “May Share Offering”) of an aggregate of 11.6 million shares of its common stock at a price of $ 11.01 per share to certain holders of the 2026 Convertible Notes.

The Company used the proceeds from the May Share Offering and $ 26 million of borrowings under the Credit Facility to repurchase from such holders $ 56 million aggregate principal amount of the 2026 Convertible Notes in privately negotiated transactions (the “May Convertible Note Repurchase,” and, collectively with the May Share Offering, the “May Equitization Transactions”).

The 2026 Convertible Notes had a conversion rate of 230.2026 shares of the Company’s common stock per $1,000 principal amount, and the May Equitization Transactions had the effect of increasing this conversion rate to 245.2802 shares of common stock per $1,000 principal amount.

The Company accounted for this transaction as an inducement of the 2026 Convertible Notes, and as a result, the Company recorded a $ 12 million loss on convertible note equitization in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2021 for the consideration paid in excess of the original terms of the 2026 Convertible Notes.

Additionally, the May Equitization Transactions resulted in a loss on early extinguishment of debt of $ 21 million in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2021.

In addition, during 2022 through 2024, $ 81 million aggregate principal amount of the 2026 Convertible Notes were converted pursuant to their terms or induced into conversion by the Company, and as of December 31, 2024, no 2026 Convertible Notes remained outstanding.

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.

Conversions and Inducements

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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.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

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.

Debt Repurchase Program

During the year ended December 31, 2021, the Company redeemed or repurchased through open market transactions (i) the remaining $ 661 million aggregate principal amount of its 2022 Notes at par, plus accrued and unpaid interest, (ii) the remaining $ 574 million aggregate principal amount of the 2023 Notes at par, plus accrued and unpaid interest, (iii) $ 5 million aggregate principal amount of its 2025 Notes at a weighted average redemption price of 102 % of the principal amount thereof, plus accrued and unpaid interest, (iv) $ 175 million aggregate principal amount of its 2026 Notes at a redemption price of 108.375 % of the principal amount thereof, plus accrued and unpaid interest and (v) $ 116 million aggregate principal amount of its 2029 Notes at a redemption price of 107.625 % of the principal amount thereof, plus accrued and unpaid interest.

For such redemptions and repurchases, the Company recognized a $ 31 million loss on early extinguishment of debt.

During the year ended December 31, 2022, the Company redeemed or repurchased through its previously disclosed tender offer and open market transactions (i) the remaining $ 585 million aggregate principal amount of its 2025 Notes at a redemption price of 101.25 % of the principal amount thereof, plus accrued and unpaid interest, (ii) $ 228 million aggregate principal amount of its 2026 Notes at a weighted average redemption price of 109 % of the principal amount thereof, plus accrued and unpaid interest and (iii) $ 177 million aggregate principal amount of its 2029 Notes at a weighted average redemption price of 106 % of the principal amount thereof, plus accrued and unpaid interest.

For such redemptions and repurchases, the Company recognized a $ 46 million loss on early extinguishment of debt.

There were no debt redemptions or repurchases during the year ended December 31, 2023.

There were no debt redemptions or repurchases during the years ended December 31, 2023 and 2024.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

(8) Asset Retirement Obligations

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Ending balance

Revisions to prior estimates during the years ended December 31, 2022 and 2023 are primarily due to increases in estimated well lives.

Revisions to prior estimates during the years ended December 31, 2023 and 2024 were primarily due to increases or decreases, respectively, in estimated well lives.

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 “2020 Plan”), which replaced the Antero Resources Corporation Long-Term Incentive Plan (the “2013 Plan”), and the 2020 Plan became effective as of such date.

The 2020 Plan 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.

Employees, officers, non-employee directors and other service providers of the Company and its affiliates are eligible to receive awards under the 2020 Plan.

No further awards will be granted under the 2013 Plan on or after June 17, 2020.

The 2020 Plan provides for the reservation of 10,050,000 shares of the Company’s common stock, plus the number of certain shares that become available again for delivery from the 2013 Plan 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 actual delivery of the shares to be considered not delivered and thus available for new awards under the 2020 Plan.

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 2020 Plan (other than stock options and stock appreciation rights), will again be available for new awards under the 2020 Plan.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

A total of 7,059,518 shares were available for future grant under the 2020 Plan as of December 31, 2023.

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 10,957,316 shares were available for future grant under the Amended AR LTIP as of December 31, 2024.

Antero Midstream Partners’ general partner was authorized to grant up to 10,000,000 common units representing limited partner interests in Antero Midstream Partners under the Antero Midstream Partners LP Long-Term Incentive Plan (the “AMP Plan”) to non-employee directors of its general partner and certain officers, employees, and consultants of Antero Midstream Partners and its affiliates (which includes Antero Resources).

2 unchanged sentences

As of December 31, 2024, all Converted AM RSU Awards were fully vested.

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):

4 unchanged sentences

(1) Antero Resources recognized compensation expense for equity awards granted under both the 2013 Plan and the AMP Plan because the awards under the AMP Plan are accounted for as if they are distributed by Antero Midstream Partners to Antero Resources.

Antero Resources allocates a portion of equity-based compensation expense related to grants prior March 13, 2019 (date of deconsolidation) to Antero Midstream Partners based on its proportionate share of Antero Resources’ labor costs.

Antero Resources allocates a portion of equity-based compensation expense related to grants prior to March 13, 2019 (date of deconsolidation) to Antero Midstream Partners based on its proportionate share of Antero Resources’ labor costs.

As of December 31, 2023, all Converted AM RSU Awards were fully vested, and there is no remaining unamortized expense attributable to these awards.

3 unchanged sentences

Expense related to each RSU award is recognized on a straight-line basis over the requisite service period of the entire award.

Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period.

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.

6 unchanged sentences

That expense is expected to be recognized over a weighted average period of 1.6 years.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

(b) Performance Share Unit Awards

Performance Share Unit Awards Based on Total Shareholder Return

In 2018, the Company granted PSUs to certain of its employees and executive officers, a portion of which would vest based on the Company’s absolute TSR, with target payout achieved if the price per share of Antero Resources’ common stock reaches 125 % of the beginning price (as defined in the award agreement) at the end of a three-year performance period (“2018 TSR PSUs”).

The number of awards actually earned with respect to the 2018 TSR PSUs were subject to further adjustment based on the TSR of Antero Resources’ common stock relative to the TSR of a peer group of companies over the same period.

The number of shares of common stock that could ultimately be earned with respect to the 2018 TSR PSUs ranged from zero to 200 % of the target number of 2018 TSR PSUs originally granted.

Expense related to the 2018 TSR PSUs was recognized on a straight-line basis over three years .

Forfeitures were accounted for as they occurred by reversing the expense previously recognized for awards that were forfeited during the period.

The performance conditions for the 2018 TSR PSUs were not met, and no vesting for these awards was achieved.

In 2019, the Company granted PSUs to certain of its employees and executive officers that vested based on Antero Resources’ absolute TSR, with target payout achieved if the price per share of Antero Resources’ common stock reaches 125 % of the beginning price (as defined in the award agreement) at the end of a three-year performance period (“2019 Absolute TSR PSUs”).

1 unchanged sentence

Expense related to these PSUs was recognized on a straight-line basis over three years .

Forfeitures were accounted for as they occurred by reversing the expense previously recognized for awards that were forfeited during the period.

During 2022, the market-based performance condition for the 2019 Absolute TSR PSUs was met at 200 % of target and were converted into approximately 2 million shares of common stock.

In 2020, the Company granted PSU awards to certain of its executive officers that vested based on Antero Resources’ absolute TSR determined as of the last day of each of three one-year performance periods ending on April 15, 2021, April 15, 2022 and April 15, 2023, and one cumulative three-year performance period ending on April 15, 2023, in each case, subject to the executive officer’s continued employment through April 15, 2023 (“2020 Absolute TSR PSUs”).

During the year ended December 31, 2022, the market-based performance condition for the 2019 Absolute TSR PSUs was met at 200 % of target and were converted into approximately 2 million shares of common stock.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

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 .

Forfeitures were accounted for as they occurred by reversing the expense previously recognized for awards that were forfeited during the period.

The performance conditions for each of the performance periods ended April 15, 2021, 2022 and 2023 were met.

During 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.

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.

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”).

1 unchanged sentence

Expense related to these PSUs was recognized on a graded-vested basis over approximately three years .

Forfeitures were accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period.

The performance condition for each of the performance periods ended April 15, 2021, 2022 and 2023 were met.

During 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.

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”).

1 unchanged sentence

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.

The performance condition for the performance period ended April 15, 2022 was met, and 200 % vesting was achieved for this award tranche.

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.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

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”).

1 unchanged sentence

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.

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 condition for the performance period ended April 15, 2024 was met, and 200 % of target for this award tranche was achieved.

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”).

1 unchanged sentence

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.

The performance condition for the performance period ended December 31, 2023 was not met, and as a result, no vesting for this award tranche was achieved.

The performance condition for the performance period ended December 31, 2024 was met, and 200 % of target for this award tranche was achieved.

In 2023, the Company granted PSU awards to certain of its senior management and executive officers that vest based on Antero Resources’ absolute TSR determined as of the last day of each of three one-year performance periods ending on March 7, 2024, March 7, 2025 and March 7, 2026, and one cumulative three-year performance period ending on March 7, 2026, in each case, subject to certain continued employment criteria (“2023 Absolute TSR PSUs”).

1 unchanged sentence

Expense related to these PSUs is recognized on a graded-vested basis over the term of each performance period.

Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period.

The performance condition for the performance period

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

ended March 7, 2024 was not met, and as a result, no vesting for this award tranche was achieved.

In 2024, the Company granted PSU awards to certain of its senior management and executive officers that vest based on Antero Resources’ absolute TSR determined as of the last day of each of three one-year performance periods ending on March 7, 2025, March 7, 2026 and March 7, 2027, and one cumulative three-year performance period ending on March 7, 2027, in each case, subject to certain continued employment criteria (“2024 Absolute TSR PSUs”).

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.

Performance Share Unit Awards Based on Leverage Ratio

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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 the performance periods ended December 31, 2021, 2022 and 2023 were met at 200 % of target.

During the first quarter of 2024, the 2021 Leverage Ratio PSUs vested and converted into approximately 0.4 million shares of common stock.

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”).

1 unchanged sentence

Expense related to the 2022 Leverage Ratio PSUs is recognized on a graded-vested basis over the term of each performance period that reflects the number of shares of common stock that are expected to be issued at the end of each measurement period, and such expense is reversed if the likelihood of achieving the performance condition becomes improbable.

The performance conditions for the performance periods ended December 31, 2022 and 2023 were met, and 200 % vesting was achieved for these award tranches.

As of December 31, 2023, the likelihood of achieving the performance conditions related to the 2022 Leverage Ratio PSUs was probable.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

The performance conditions for each of the performance periods ended December 31, 2022, 2023 and 2024 were met.

During the first quarter of 2025, the 2022 Leverage Ratio PSUs will vest at 194 % of target and convert into approximately 0.3 million shares of common stock.

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”).

1 unchanged sentence

Expense related to the Special 2022 Leverage Ratio PSUs is recognized on a graded-vested basis over the term of each performance period that reflects the number of shares of common stock that are expected to be issued at the end of each measurement period, and such expense is reversed if the likelihood of achieving the performance condition becomes improbable.

The performance condition for the performance period ended December 31, 2023 was met, and 200 % vesting was achieved for this award tranche.

As of December 31, 2023, the likelihood of achieving the performance conditions related to the Special 2022 Leverage Ratio PSUs was probable.

The performance conditions for each of the performance periods ended December 31, 2023 and 2024 were met at 200 % and 181 %, respectively, of target was achieved.

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 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

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

reversed if the likelihood of achieving the performance condition becomes improbable.

The performance conditions for each of the performance periods ended December 31, 2023 and 2024 were met at 200 % and 181 %, respectively, of target was achieved.

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 condition for the performance period ended December 31, 2023 was met, and 200 % vesting was achieved for this award tranche.

As of December 31, 2023, the likelihood of achieving the performance conditions related to the 2023 Leverage Ratio PSUs was probable.

The performance condition for the performance period ended December 31, 2024 was met at 181 % of target.

Summary Information for Performance Share Unit Awards

2 unchanged sentences

Total awarded and unvested—December 31, 2024

(1) During the year ended December 31, 2023, the PSUs granted in 2020 that were based on absolute TSR and relative TSR met the performance criteria to achieve vesting at 112 % and 126 % of target, respectively, and converted into approximately 0.4 million shares of the Company’s common stock.

(1) During the year ended December 31, 2024, the 2021 Absolute TSR PSUs and 2021 Leverage Ratio PSUs met the performance criteria to achieve vesting at 150 % and 200 % of target, respectively, and converted into approximately 0.7 million shares of the Company’s common stock.

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.

3 unchanged sentences

A dividend yield of zero was assumed.

The grant-date fair value for the Adjusted EBITDAX-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 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, 2022, 2023 and 2024 were $ 37.96 , $ 28.51 and $ 29.39 , respectively.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

The following table presents information regarding the weighted average fair values for market-based PSUs, and the assumptions used to determine the fair values:

5 unchanged sentences

That expense is expected to be recognized over a weighted average period of 1.3 years.

Phantom units granted by Antero Midstream Partners vested subject to the satisfaction of service requirements, upon the completion of which common units in Antero Midstream Partners were delivered to the holder of the phantom units.

Phantom units also contained distribution equivalent rights, which entitled the holder of vested common units to receive a “catch up” payment equal to common unit distributions paid by Antero Midstream Partners during the vesting period of the phantom unit award.

These phantom units were treated, for accounting purposes, as if Antero Midstream Partners distributed the units to Antero Resources.

Antero Resources recognized compensation expense as the units were granted to its employees, and a portion of the expense is allocated to Antero Midstream Partners.

Expense related to each phantom unit award was recognized on a straight-line basis over the requisite service period of the entire award.

Forfeitures were accounted for as they occurred by reversing the expense previously recognized for awards that were forfeited during the period.

The grant date fair values of these awards were determined based on the closing price of Antero Midstream Partners’ common units on the date of grant.

On March 12, 2019, the Board of Directors of Antero Midstream adopted the AM Plan, and as a result, each outstanding phantom unit under the AMP Plan was assumed by Antero Midstream and converted into 1.8926 restricted stock units under the AM Plan.

A summary of the Converted AM RSU Awards is as follows:

Total awarded and unvested—December 31, 2022

Total awarded and unvested—December 31, 2023

As of December 31, 2023, all Converted AM RSU Awards were fully vested resulting in no unamortized equity-based compensation expense related to unvested Converted AM RSU Awards.

(d) Stock Options

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

Stock options granted under the 2013 Plan have a maximum contractual life of 10 years .

Expense related to stock options is recognized on a straight- line basis over the requisite service period of the entire award.

Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period.

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.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

A summary of stock option activity is as follows:

31 unchanged sentences

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 fixed price commodity swap contracts that settled during the years ended December 31, 2021, 2022 and 2023.

As of December 31, 2023, the Company has no fixed price commodity swap contracts.

The Company enters into these swap contracts when management believes that favorable future sales prices for the Company’s production can be secured.

Under these 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.

The Company was party to various commodity derivative contracts that settled during the years ended December 31, 2022, 2023 and 2024.

The Company enters 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.

In addition, the Company has entered into basis swap contracts in order to hedge the difference between the NYMEX index price and a local index price.

Under these basis swap agreements, 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 (loss).

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, 2023, the Company’s call option and embedded put option arrangements were as follows:

therefore, all gains and losses are recognized in the Company’s statements of operations and comprehensive income.

As of December 31, 2024, the Company’s fixed price swap positions excluding Martica, the Company’s consolidated VIE, were as follows:

Commodity / Settlement Period

1 unchanged sentence

January-December 2025

As of December 31, 2024, the Company’s collar contract positions excluding Martica, the Company’s consolidated VIE, were as follows:

Commodity / Settlement Period

Contracted Volume

Ceiling Price

January-December 2026

As of December 31, 2023, the Company’s natural gas basis swap positions, which settle on the pricing index to basis differential of the Columbia Gas Transmission pipeline (“TCO”) to the NYMEX Henry Hub natural gas price were as follows:

Weighted Average

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.

As of December 31, 2024, the Company’s call option and embedded put option arrangements were as follows:

Commodity / Settlement Period

Index to Basis Differential

Contracted Volume

Hedged Differential

January-December 2025

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.

In 2023, the Company executed an early settlement of this swaption agreement and made a cash payment of $ 202 million.

January-December 2026

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

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.

As of December 31, 2024, the Company’s fixed price swap positions for Martica, the Company’s consolidated VIE, were as follows:

1 unchanged sentence

Contracted Volume

January-December 2024

January-March 2025

January-December 2024

West Texas Intermediate

January-March 2025

17 unchanged sentences

(2) As of December 31, 2023, $ 5 million of commodity derivative liabilities, including $ 3 million of current commodity derivatives and $ 2 million of noncurrent commodity derivatives, are attributable to the Company’s consolidated VIE, Martica.

As of December 31, 2023, approximately $ 5 million of commodity derivative liabilities, including $ 3 million of current commodity derivatives and $ 2 million of noncurrent commodity derivatives, are attributable to the Company’s consolidated VIE, Martica.

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):

14 unchanged sentences

Notes to Consolidated Financial Statements (Continued)

The following table sets forth a summary of derivative fair value gains and losses and where such values are recorded in the consolidated statements of operations and comprehensive income (loss) (in thousands):

Year Ended December 31,

1 unchanged sentence

( 1,524,250 )

Embedded derivative fair value gains (losses) (1)

(1) The fair value of derivative instruments was determined using Level 2 inputs .

Commodity derivative fair value gains (losses) for the years ended December 31, 2021 and 2023 include losses of $ 5 million and $ 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 years ended December 31, 2021 and 2023.

There were no early settlements of commodity derivatives during the year ended December 31, 2022.

The Company’s commodity derivative position presented in Note 11(a) above reflects the volume and adjusted fixed price indices after the 2021 and 2023 early settlements of certain natural gas derivatives.

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, 2022 and 2024.

The Company leases certain office space, processing plants, drilling rigs and completion services, gas gathering lines, compressor stations, and other office and field equipment.

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Operating lease right-of-use assets

Other office and field equipment

Office, field and other equipment

Operating lease right-of-use assets

18 unchanged sentences

See “—Related party lease disclosure” for additional discussion.

(2) Financing lease assets are recorded net of accumulated amortization of $ 1 million as of December 31, 2022 and 2023.

(2) Financing lease assets are recorded net of accumulated amortization of $ 1 million and $ 3 million as of December 31, 2023 and 2024, respectively.

The processing plants, gathering lines and compressor stations that are classified as lease liabilities are classified as such under ASC 842, Leases , because Antero (i) is the sole customer of the assets and (ii) makes the decisions that most impact the economic performance of the assets.

13 unchanged sentences

Statement of operations

Contract termination

Contract termination, loss contingency and settlements

Operating lease cost

27 unchanged sentences

(1) During the year ended December 31, 2022, the weighted average discount rate for remeasured operating leases decreased from 5.6 % as of December 31, 2021 to 5.2 % as of December 31, 2022.

During the year ended December 31, 2022, the weighted average discount rate for remeasured operating leases decreased from 5.6 % as of December 31, 2021 to 5.2 % as of December 31, 2022.

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.

ANTERO RESOURCES CORPORATION

6 unchanged sentences

imputed interest

The Company’s future minimum lease payments do not include obligations for leases that have not yet commenced.

As of December 31, 2024, the Company had undiscounted commitments for operating leases not yet commenced of $ 38 million that relate to two drilling rig agreements that commence in the first quarter of 2025.

(e) Lease Term and Discount Rate

10 unchanged sentences

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 has an initial term through 2038, the Marcellus gathering and compression agreement expires in 2031 and the Utica compression agreement has two dedicated areas that expire in 2024 and 2030.

Upon expiration of each of the Marcellus gathering and compression agreement and the Utica compression agreement, Antero Midstream will continue to provide gathering and compression services under the 2019 gathering and compression agreement.

The 2019 gathering and compression agreement, Marcellus gathering and compression agreement and Mountaineer gathering and compression agreement have initial terms through 2038, 2031 and 2026, respectively, and the Utica compression agreement has two acreage dedications, one of which expired in 2024 and one that expires in 2030.

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.

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 .

In addition, 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 2019 gathering and compression agreement includes a growth incentive fee program whereby low pressure gathering fees were reduced during the years ended December 31, 2021, 2022 and 2023 to the extent the Company achieved certain quarterly volumetric targets.

The Company’s throughput gathered under the Marcellus gathering and compression assets acquired by Antero Midstream was not considered in low pressure gathering volume targets.

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,

The Marcellus gathering and compression

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

effective upon an anniversary of the effective date of the agreement, by either the Company or Antero Midstream on or before the 180 th day prior to the anniversary of such effective date.

The Company earned fee rebates for the years ended December 31, 2021, 2022 and 2023 of $ 12 million, $ 48 million and $ 52 million, respectively.

The growth incentive fee program expired on December 31, 2023.

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, 2024, the minimum volume commitments for the 2019 gathering and compression agreement end in 2034, 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 years ended December 31, 2022 and 2023 of $ 48 million and $ 52 million, respectively.

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, 2022, 2023 and 2024, gathering and compression fees paid by Antero related to these agreements were $ 660 million, $ 738 million and $ 813 million, respectively.

12 unchanged sentences

Change in state tax rate, net of federal effect (1)

Research and development tax credits, net

Equity-based compensation

2 unchanged sentences

Change in valuation allowance

Nondeductible loss on 2026 Convertible Notes equitizations and inducement

Nondeductible loss on 2026 Convertible Notes inducements

Total income tax expense (benefit)

(1) Change in state tax rate, net of federal effect for the year ended December 31, 2022 includes a $ 41 million reduction resulting from changes in Pennsylvania state tax laws together with changes in the Company’s apportionment to Pennsylvania.

ANTERO RESOURCES CORPORATION

4 unchanged sentences

NOL carryforwards

Research and development tax credits, net

Interest expense carryforwards

20 unchanged sentences

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.

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 Internal Revenue Service or state revenue authorities.

The Company has no unrecognized tax benefit balances through December 31, 2023.

As of December 31, 2024, the Company has U.S.

3 unchanged sentences

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 in 2021 expire between 2025 and 2041.

The Colorado NOL carryforwards generated in tax years prior to 2018 or after 2020 expire between 2025 and 2044.

The Colorado NOL Carryforwards generated in tax years 2018 through 2020 have no expiration date.

Tax years 2020 through 2023 remain open to examination by the U.S.

Internal Revenue Service.

Tax years 2021 through 2024 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 2020 through 2024.

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, 2024, expected to be utilized in future periods is $ 95 million.

The R&D tax credits expire between 2033 and 2043.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

The calculation of the Company’s tax liabilities involves uncertainties in the application of complex tax laws and regulations.

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 Company does not expect a significant change to the recorded unrecognized tax benefits in 2025, except for any potential changes related to the R&D tax credit study discussed above and any potential 2025 R&D tax credit claims.

The reserve for uncertain tax positions, excluding interest and penalties, is as follows (in thousands):

Year Ended December 31,

Beginning balance

Additions for tax positions taken in current year

Ending balance

(14) Commitments

21 unchanged sentences

however, the Company will record in its financial statements its proportionate share of costs based on its working interests.

See Note 12—Leases to the consolidated financial statements for more information on the Company’s operating and finance leases.

The Company’s operating and finance lease commitments do not include obligations for leases

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

that have not yet commenced.

See Note 12—Leases to the consolidated financial statements for additional information on the Company’s operating and finance leases.

The Company has entered into various land acquisition and sand supply agreements.

2 unchanged sentences

None of these agreements were determined to be leases.

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 and included in the statements of operations and comprehensive income (loss).

These costs are recorded in contract termination, loss contingency and settlements included in the statements of operations and comprehensive income.

During 2022, the Company cancelled the construction of the Smithburg 2 gas processing plant and made a cash payment of $ 12 million.

2 unchanged sentences

(15) Contingencies

Environmental

(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.

4 unchanged sentences

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.

The Company and Washington Gas Light Company and WGL Midstream, Inc.

(collectively, “WGL”) were involved in multiple contractual disputes involving firm gas sales contracts executed June 20, 2014 (the “Contracts”) that the Company began delivering gas under in January 2016.

In late 2015, WGL asserted that the natural gas index price specified in the Contracts was no longer appropriate and sought to invoke an alternative index clause in the Contracts.

This dispute was referred to arbitration.

In January 2017, the arbitration panel ruled in the Company’s favor and found that the natural gas index price specified in the Contracts should remain.

In March of 2017, WGL filed a lawsuit against the Company in Colorado district court claiming that the Company breached contractual obligations by failing to deliver “TCO pool” gas, ultimately seeking damages of more than $ 40 million.

Subsequently, after WGL failed to take certain volumes of gas required under the Contracts, the Company filed a separate lawsuit against WGL to recover damages that WGL refused to pay.

These two lawsuits were consolidated and tried in June 2019.

On June 20, 2019, the Company was awarded a jury verdict of approximately $ 96 million in damages against WGL.

In addition, the jury rejected WGL’s claim against the Company, finding that the Company did not breach the Contracts.

On December 10, 2020, the Colorado Court of Appeals affirmed the judgment of the trial court in favor of the Company.

In February 2021, the Company and its royalty owners received a gross payment of approximately $ 107 million from WGL, which was in full satisfaction and discharge of the June 2019 judgment entered in favor of the Company.

(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 have been recorded in the consolidated statements 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.

The Company is party to various other legal proceedings and claims in the ordinary course of its business.

The Company believes that certain of these matters will be covered by insurance and that the outcome of other matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

In addition, pending litigation against the Company and other similarly situated peer operators could have an impact on the methods for determining the amount of permitted post-production costs and types of costs that have been, and may be, deducted from royalty payments, among other things.

While the amounts claimed could be material, the Company is unable to predict with certainty the ultimate outcome of such claims and proceedings.

In a class action lawsuit to which the Company is a party, the U.S.

District Court for the Northern District of West Virginia certified certain questions to the West Virginia Supreme Court (the “WVSC”).

The WVSC answered the certified questions in November 2024, the effect of which would have broadened the scope of products for which the Company would owe royalties and would have also limited the amount of post-production costs the Company would be allowed to

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

While the amounts claimed could be material, we are unable to predict with certainty the ultimate outcome of such claims and proceedings.

Rulings were recently received in two 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:

deduct from royalty payments made under certain of its leases.

In December 2024, Antero petitioned the WVSC for rehearing on these certified questions, which stayed the issuance of the mandate required for the November 2024 opinion to take effect.

The petition for rehearing was granted by the WVSC on December 31, 2024, and Antero is currently awaiting a scheduling order.

Rulings were recently received in two other cases to which the Company is a party, and where the plaintiffs alleged, and the court found, that certain post-production costs may not be deducted:

a non-class action lawsuit in West Virginia and a class action lawsuit in Ohio.

5 unchanged sentences

Substantially all of Antero Midstream’s revenues were and are derived from transactions with Antero Resources.

See Note 12—Leases to the consolidated financial statements for additional information on the Company’s related party leases.

See Note 17—Reportable Segments to the consolidated financial statements for the operating results of the Company’s reportable segments.

7 unchanged sentences

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, regulatory environment and the expertise required for these operations.

Management evaluates the performance of the Company’s business segments based on operating income (loss).

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 Chairman of the Board, Director, President and Chief Executive Officer 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, income taxes and interest expense are primarily managed and evaluated on a consolidated basis.

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.

9 unchanged sentences

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.

8 unchanged sentences

Unconsolidated

Midstream (1)

Sales and revenues:

2 unchanged sentences

Lease operating

Gathering, compression, processing, transportation and water handling

General and administrative

Gathering and compression

Transportation

Water handling

Production and ad valorem taxes

General and administrative (excluding equity-based compensation)

Equity-based compensation

Facility idling

Depletion, depreciation and amortization

4 unchanged sentences

Capital expenditures for segment assets

(1) Amounts reflect those recorded in Antero Midstream Corporation’s consolidated financial statements.

(2) Amounts include charges for exploration and mine expenses, accretion of asset retirement obligations, loss on settlement of asset retirement obligations, contract termination, loss contingency and settlements, loss (gain) on sale of assets, as applicable, which represent segment operating expenses that are not considered significant.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

Year Ended December 31, 2023

3 unchanged sentences

Unconsolidated

Midstream (1)

Sales and revenues:

( 1,040,357 )

Total revenue

( 1,041,771 )

Operating expenses:

Lease operating

Gathering, compression, processing, transportation and water handling

General and administrative

Gathering and compression

Transportation

Water handling

Production and ad valorem taxes

General and administrative (excluding equity-based compensation)

Equity-based compensation

Facility idling

Depletion, depreciation and amortization

4 unchanged sentences

Capital expenditures for segment assets

(1) Amounts reflect those recorded in Antero Midstream Corporation’s consolidated financial statements.

(2) Amounts include charges for exploration and mine expenses, accretion of asset retirement obligations, loss on settlement of asset retirement obligations, contract termination, loss contingency and settlements, loss (gain) on sale of assets and other operating expenses, as applicable, which represent segment operating expenses that are not considered significant.

ANTERO RESOURCES CORPORATION

5 unchanged sentences

Unconsolidated

Midstream (1)

Sales and revenues:

4 unchanged sentences

Lease operating

Gathering, compression, processing, transportation and water handling

General and administrative

Gathering and compression

Transportation

Water handling

Production and ad valorem taxes

General and administrative (excluding equity-based compensation)

Equity-based compensation

Facility idling

Depletion, depreciation and amortization

4 unchanged sentences

Capital expenditures for segment assets

(1) Amounts reflect those recorded in Antero Midstream Corporation’s consolidated financial statements.

(2) Amounts include charges for exploration and mine expenses, accretion of asset retirement obligations, contract termination, loss contingency and settlements, loss (gain) on sale of assets and other operating expenses, as applicable, which represent segment operating expenses that are not considered significant.

As of December 31, 2023

3 unchanged sentences

Unconsolidated

Midstream (1)

Investments in unconsolidated affiliates

( 5,737,618 )

(1) Amounts reflect those recorded in Antero Midstream Corporation’s consolidated financial statements.

As of December 31, 2024

3 unchanged sentences

Unconsolidated

Midstream (1)

Investments in unconsolidated affiliates

( 5,761,748 )

(18) Subsidiary Guarantors

Antero Resources’ Senior Notes are fully and unconditionally guaranteed by Antero Resources’ existing subsidiaries that guarantee the Credit Facility.

In the event a subsidiary guarantor is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its capital stock so that it no longer qualifies as a “Subsidiary” of Antero (as defined in the indentures governing the notes) or the sale of all or substantially all of its assets (other than by lease)) and whether or not the subsidiary guarantor is the surviving entity in such transaction to a person that is not Antero or a restricted subsidiary of Antero, such subsidiary guarantor will be released from its obligations under its subsidiary guarantee if the sale or other disposition does not violate the covenants set forth in the indentures governing the notes.

In addition, a subsidiary guarantor will be released from its obligations under the indentures and its guarantee, upon the release or discharge of the guarantee of other Indebtedness (as defined in the indentures governing the notes) that resulted in the creation of such guarantee, except a release or discharge by or as a result of payment under such guarantee;

if Antero designates such subsidiary as an unrestricted subsidiary and such designation complies with the other applicable provisions of the indentures governing the notes or in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the notes.

(1) Amounts reflect those recorded in Antero Midstream Corporation’s consolidated financial statements.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

The tables set forth below present summarized financial information of Antero, as parent, and its guarantor subsidiaries (in thousands).

The Company’s wholly owned subsidiaries are not restricted from making distributions to the Company.

Balance Sheets

(18) Subsidiary Guarantors

As of December 31, 2023, Antero Resources’ senior notes were fully and unconditionally guaranteed by Antero Resources’ existing subsidiaries that guaranteed the Secured Credit Facility.

A subsidiary guarantor would be released from its obligations under the indentures and its guarantee (i) upon the release or discharge of the guarantee of other Indebtedness (as defined in the indentures governing the notes) that resulted in the creation of such guarantee, except a release or discharge by or as a result of payment under such guarantee, (ii) if Antero designated such subsidiary as an unrestricted subsidiary and such designation complied with the other applicable provisions of the indentures governing the senior notes or (iii) in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the senior notes.

As described in Note 7—Long-Term Debt, the Unsecured Credit Facility is not guaranteed by any of Antero Resources’ subsidiaries.

As such, each subsidiary guarantor was released from its obligations under the indentures and its guarantee on July 30, 2024.

The table set forth below presents summarized financial information of Antero, as parent, and its guarantor subsidiaries as of December 31, 2023.

The Company’s wholly owned subsidiaries were not restricted from making distributions to the Company.

Balance Sheet

December 31, 2023

Current assets

5 unchanged sentences

Total liabilities

Statement of Operations

(19) Immaterial Correction of Prior Period Error

This error had the effect of incorrectly reporting depletion expense amounts in prior periods, which resulted in incorrectly reporting depletion, depreciation and amortization expense and income tax (expense) benefit in prior periods.

After considering the guidance in Staff Accounting Bulletin (“SAB”) No.

99, Materiality , and FASB ASC Topic 250, Accounting Changes and Error Corrections , the Company evaluated the materiality of these amounts quantitatively and qualitatively and concluded that the error was not material to any of the Company’s prior annual or interim period financial statements.

The consolidated financial statements as of December 31, 2023 and for the years ended December 31, 2022 and 2023 in this Annual Report on Form 10-K, have been revised in accordance with SAB No.

108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, in order to reflect these corrections.

The corrections reflect the adjustments to depletion, depreciation and amortization expense and income tax (expense) benefit described above, as well as the resulting adjustments to accumulated depletion, depreciation and amortization, deferred income tax liabilities, net and retained earnings (accumulated deficit).

Accumulated deficit as of December 31, 2021 reflected in the accompanying consolidated statements of equity has been increased by $ 8 million from its previously reported balance of $ 618 million to the corrected balance of $626 million to reflect the impact of correcting this error for the year ended December 31, 2021.

The correction of this error also impacted certain non-cash line items within the operating activities section of the consolidated statements of cash flows;

however, these corrections did not change previously reported net cash provided by operating activities for any period.

In addition to correcting the consolidated financial statements, we have also corrected the following notes to the consolidated financial statements for the effects of this error:

(i) Note 2 — Summary of Significant Accounting Policies, (ii) Note 13 — Income Taxes, (iii) Note 17 — Reportable Segments, (iv) Note 18 — Subsidiary Guarantors and (v) Note 20 — Supplemental Information on Oil and Gas Producing Activities (Unaudited).

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

The following tables present the effect of the corrections on selected line items from the previously reported consolidated financial statements as of December 31, 2023 and for the years ended December 31, 2022 and 2023 (in thousands, except per share amounts):

Consolidated Balance Sheet

December 31, 2023

Operating expenses

Income from operations

Net income and comprehensive income including noncontrolling interests

Net income and comprehensive income attributable to Antero Resources Corporation

As Previously

Accumulated depletion, depreciation and amortization

( 5,063,274 )

( 5,165,449 )

Property and equipment, net

Deferred income tax liability, net

Total liabilities

Retained earnings

Total stockholders' equity

Total liabilities and equity

Statement of Operations and Comprehensive Income

Year Ended December 31, 2022

As Previously

Depletion, depreciation and amortization

Total operating expenses

Operating income

Income before income taxes

Income tax expense

Net income, including noncontrolling interest

Net income and comprehensive income

attributable to Antero Resources Corporation

Net income per common share—basic

Net income per common share—diluted

Statement of Operations and Comprehensive Income

Year Ended December 31, 2023

As Previously

Depletion, depreciation and amortization

Total operating expenses

Operating income

Income before income taxes

Income tax expense

Net income, including noncontrolling interest

Net income and comprehensive income

attributable to Antero Resources Corporation

Net income per common share—basic

Net income per common share—diluted

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

(20) Supplemental Information on Oil and Gas Producing Activities (Unaudited)

17 unchanged sentences

Total costs incurred

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

4 unchanged sentences

Impairment of unproved properties

Results of operations before income tax expense

Income tax expense

Results of operations before income taxes

Income tax (expense) benefit (1)

Results of operations

(1) Income tax (expense) benefit includes R&D tax credits of $ 95 million for the year ended December 31, 2024 since such credits directly relate to the Company’s oil and gas producing activities.

Oil and Gas Reserves

Net proved oil and gas reserves for the years ended December 31, 2021, 2022 and 2023 were prepared by the Company’s reserve engineers and audited by DeGolyer and MacNaughton (“D&M”) utilizing data compiled by the Company.

Net proved oil and gas reserves for the years ended December 31, 2022, 2023 and 2024 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.

5 unchanged sentences

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.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

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.

10 unchanged sentences

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 developed reserves:

8 unchanged sentences

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.

(2) Proved undeveloped reserves for the noncontrolling interests in Martica as of December 31, 2021 were 34 Bcfe, which consisted of 23 Bcf of natural gas, 2 MMBbl of NGLs and 0.2 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.

(2) Proved undeveloped reserves for the noncontrolling interests in Martica as of December 31, 2022 were 1 Bcfe, which consisted entirely of natural gas.

There were no proved undeveloped reserves for the noncontrolling interests in Martica as of December 31, 2023.

Significant changes in proved reserves for the years ended December 31, 2021, 2022 and 2023 include the following:

2021 Proved Reserve Changes

● Extensions, discoveries, and other additions of 472 Bcfe resulted from delineation and development drilling in the Appalachian Basin.

● Net upward revisions of 1,486 Bcfe include:

There were no proved undeveloped reserves for the noncontrolling interests in Martica as of December 31, 2023 and 2024.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

o Net upward revision of 651 Bcfe related to optimization to the Company’s five-year development plan.

This figure includes upward revisions of 1,475 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 824 Bcfe for locations that were not developed within five years of initial booking as proved reserves.

o Net upward performance revisions of 565 Bcfe.

o Upward revisions of 149 Bcfe due to increases in prices for natural gas, NGLs and oil.

o Upward revisions of 121 Bcfe are due to an increase in the Company’s assumed future ethane recovery.

● Sales of reserves of 670 Bcfe related to the drilling partnership.

2022 Proved Reserve Changes

Significant changes in proved reserves for the year ended December 31, 2022 include the following:

● Extensions, discoveries, and other additions of 604 Bcfe resulted from delineation and development drilling in the Appalachian Basin.

6 unchanged sentences

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 includes 846 Bcfe for increases in the Company’s ownership interests, partially offset by downward revisions of 32 Bcfe related to changes in the Company’s reserve forecast and operation cost estimates.

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.

1 unchanged sentence

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.

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

● Sales of reserves of 184 Bcfe related to the 2025 Drilling Partnership.

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 first day of the month average prices.

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

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

proved reserves and the tax basis of proved oil and gas properties.

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.

14 unchanged sentences

12-month weighted average price

ANTERO RESOURCES CORPORATION

Notes to Consolidated Financial Statements (Continued)

Changes in Standardized Measure of Discounted Future Net Cash Flow

17 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures