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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                   

Commission file number: 001-36120

Graphic

ANTERO RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

80-0162034

(State or other jurisdiction of
incorporation or organization)

(IRS Employer Identification No.)

1615 Wynkoop Street, Denver, Colorado

80202

(Address of principal executive offices)

(Zip Code)

(303357-7310

(Registrant’s telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01

AR

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes   No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

Smaller Reporting Company

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)  Yes   No

Number of shares of the registrant’s common stock outstanding as of April 25, 2025 (in thousands): 310,527

Table of Contents

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    

1

PART I—FINANCIAL INFORMATION

3

Item 1.

    

Financial Statements (Unaudited)

3

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

28

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

38

Item 4.

Controls and Procedures

39

PART II—OTHER INFORMATION

40

Item 1.

Legal Proceedings

40

Item 1A.

Risk Factors

40

Item 2.

Unregistered Sales of Equity Securities

40

Item 5

Other Information

40

Item 6.

Exhibits

41

SIGNATURES

42

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the information in this Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. When considering these forward-looking statements, investors should keep in mind the risk factors and other cautionary statements in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2024. These forward-looking statements are based on management’s current beliefs, based on currently available information, as to the outcome and timing of future events. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:

natural gas, NGLs and oil prices;
our ability to execute our business strategy;
our production and natural gas, natural gas liquids (“NGLs”) and oil reserves;
our financial strategy, liquidity and capital required for our development program;
our ability to obtain debt or equity financing on satisfactory terms to fund acquisitions, expansion projects, capital expenditures, working capital requirements and the repayment or refinancing of indebtedness;
our ability to execute our return of capital program;
timing and amount of future production of natural gas, NGLs and oil;
impacts of geopolitical events, including the conflicts in Ukraine and in the Middle East, and world health events;
our ability to meet minimum volume commitments and to utilize or monetize our firm transportation commitments;
marketing of natural gas, NGLs and oil;
our future drilling plans;
our projected well costs;
our hedging strategy and results;
costs of developing our properties;
uncertainty regarding our future operating results;
operations of Antero Midstream Corporation (“Antero Midstream”);
competition;
government regulations and changes in laws;
pending legal or environmental matters;
leasehold or business acquisitions;
our ability to achieve our greenhouse gas reduction targets and the costs associated therewith;
general economic conditions;

1

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credit markets; and
our other plans, objectives, expectations and intentions contained in this Quarterly Report on Form 10-Q.

We caution investors that these forward-looking statements are subject to all of the risks and uncertainties incidental to our business, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, commodity price volatility, inflation, supply chain or other disruption, availability and cost of drilling, completion and production equipment and services, environmental risks, drilling and completion and other operating risks, marketing and transportation risks, regulatory changes or changes in law, the uncertainty inherent in estimating natural gas, NGLs and oil reserves and in projecting future rates of production, cash flows and access to capital, the timing of development expenditures, conflicts of interest among our stockholders, impacts of geopolitical and world health events, cybersecurity risks, the state of markets for, and availability of, verified quality carbon offsets and the other risks described or referenced under the heading “Item 1A. Risk Factors” herein, including the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”), which is on file with the Securities and Exchange Commission (“SEC”).

Reserve engineering is a process of estimating underground accumulations of natural gas, NGLs and oil that cannot be measured in an exact manner. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data, and the price and cost assumptions made by reservoir engineers. In addition, the results of drilling, testing and production activities, or changes in commodity prices, may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of natural gas, NGLs and oil that are ultimately recovered.

Should one or more of the risks or uncertainties described or referenced in this Quarterly Report on Form 10-Q occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.

2

Table of Contents

PART I—FINANCIAL INFORMATION

ANTERO RESOURCES CORPORATION

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

(Unaudited)

December 31,

March 31,

  

2024

  

2025

Assets

Current assets:

Accounts receivable

$

34,413

40,385

Accrued revenue

453,613

513,382

Derivative instruments

1,050

358

Prepaid expenses

12,423

12,693

Other current assets

6,047

7,967

Total current assets

507,546

574,785

Property and equipment:

Oil and gas properties, at cost (successful efforts method):

Unproved properties

879,483

883,042

Proved properties

14,395,680

14,444,544

Gathering systems and facilities

5,802

5,802

Other property and equipment

105,871

107,378

15,386,836

15,440,766

Less accumulated depletion, depreciation and amortization

(5,699,286)

(5,768,456)

Property and equipment, net

9,687,550

9,672,310

Operating leases right-of-use assets

2,549,398

2,526,305

Derivative instruments

1,296

778

Investment in unconsolidated affiliate

231,048

239,672

Other assets

33,212

35,471

Total assets

$

13,010,050

13,049,321

Liabilities and Equity

Current liabilities:

  

Accounts payable

$

62,213

55,268

Accounts payable, related parties

111,066

118,262

Accrued liabilities

402,591

309,131

Revenue distributions payable

315,932

364,219

Derivative instruments

31,792

84,054

Short-term lease liabilities

493,894

515,880

Deferred revenue, VPP

25,264

24,830

Other current liabilities

3,175

13,702

Total current liabilities

1,445,927

1,485,346

Long-term liabilities:

Long-term debt

1,489,230

1,285,380

Deferred income tax liability, net

693,341

746,803

Derivative instruments

17,233

24,416

Long-term lease liabilities

2,050,337

2,005,829

Deferred revenue, VPP

35,448

29,653

Other liabilities

62,001

63,111

Total liabilities

5,793,517

5,640,538

Commitments and contingencies

Equity:

Stockholders' equity:

Preferred stock, $0.01 par value; authorized - 50,000 shares; none issued

Common stock, $0.01 par value; authorized - 1,000,000 shares; 311,165 and 311,584 shares issued and outstanding as of December 31, 2024 and March 31, 2025, respectively

3,111

3,115

Additional paid-in capital

5,909,373

5,902,893

Retained earnings

1,109,166

1,312,366

Total stockholders' equity

7,021,650

7,218,374

Noncontrolling interests

194,883

190,409

Total equity

7,216,533

7,408,783

Total liabilities and equity

$

13,010,050

13,049,321

See accompanying notes to unaudited condensed consolidated financial statements.

3

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ANTERO RESOURCES CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(In thousands, except per share amounts)

Three Months Ended March 31,

  

2024

  

2025

Revenue and other:

Natural gas sales

$

474,133

780,005

Natural gas liquids sales

517,862

561,432

Oil sales

64,717

50,335

Commodity derivative fair value gains (losses)

9,446

(71,671)

Marketing

48,520

25,558

Amortization of deferred revenue, VPP

6,738

6,230

Other revenue and income

855

818

Total revenue

1,122,271

1,352,707

Operating expenses:

Lease operating

29,121

33,986

Gathering, compression, processing and transportation

672,281

695,017

Production and ad valorem taxes

58,168

55,299

Marketing

59,813

42,770

Exploration

602

668

General and administrative (including equity-based compensation expense of $16,077 and $15,145 in 2024 and 2025, respectively)

55,862

62,445

Depletion, depreciation and amortization

190,475

186,352

Impairment of property and equipment

5,190

5,618

Accretion of asset retirement obligations

776

939

Contract termination, loss contingency and settlements

2,039

(1,308)

Loss (gain) on sale of assets

188

(575)

Other operating expense

17

24

Total operating expenses

1,074,532

1,081,235

Operating income

47,739

271,472

Other income (expense):

Interest expense, net

(30,187)

(23,368)

Equity in earnings of unconsolidated affiliate

23,347

28,661

Loss on early extinguishment of debt

(2,899)

Total other income (expense)

(6,840)

2,394

Income before income taxes

40,899

273,866

Income tax expense

(6,227)

(54,400)

Net income and comprehensive income including noncontrolling interests

34,672

219,466

Less: net income and comprehensive income attributable to noncontrolling interests

11,942

11,495

Net income and comprehensive income attributable to Antero Resources Corporation

$

22,730

207,971

Net income per common share—basic

$

0.07

0.67

Net income per common share—diluted

$

0.07

0.66

Weighted average number of common shares outstanding:

Basic

304,943

311,328

Diluted

312,503

314,798

See accompanying notes to unaudited condensed consolidated financial statements.

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ANTERO RESOURCES CORPORATION

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(In thousands)

Additional

Common Stock

Paid-in

Retained

Noncontrolling

Total

  

Shares

  

Amount

  

Capital

  

Earnings

Interests

  

Equity

Balances, December 31, 2023

303,544

$

3,035

5,846,541

1,051,940

232,698

7,134,214

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

552

6

(9,030)

(9,024)

Conversion of 2026 Convertible Notes

6,074

61

25,990

26,051

Equity-based compensation

16,077

16,077

Distributions to noncontrolling interests

(23,617)

(23,617)

Net income and comprehensive income

22,730

11,942

34,672

Balances, March 31, 2024

310,170

$

3,102

5,879,578

1,074,670

221,023

7,178,373

Balances, December 31, 2024

311,165

$

3,111

5,909,373

1,109,166

194,883

7,216,533

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

699

7

(16,305)

(16,298)

Repurchases and retirements of common stock

(280)

(3)

(5,320)

(4,771)

(10,094)

Equity-based compensation

15,145

15,145

Distributions to noncontrolling interests

(15,969)

(15,969)

Net income and comprehensive income

207,971

11,495

219,466

Balances, March 31, 2025

311,584

$

3,115

5,902,893

1,312,366

190,409

7,408,783

See accompanying notes to unaudited condensed consolidated financial statements.

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ANTERO RESOURCES CORPORATION

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

Three Months Ended March 31,

2024

  

2025

 

Cash flows provided by (used in) operating activities:

Net income including noncontrolling interests

$

34,672

219,466

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

Depletion, depreciation, amortization and accretion

191,251

187,291

Impairments

5,190

5,618

Commodity derivative fair value losses (gains)

(9,446)

71,671

Gains (losses) on settled commodity derivatives

1,368

(11,017)

Deferred income tax expense

6,156

53,462

Equity-based compensation expense

16,077

15,145

Equity in earnings of unconsolidated affiliate

(23,347)

(28,661)

Dividends of earnings from unconsolidated affiliate

31,285

31,314

Amortization of deferred revenue

(6,738)

(6,230)

Amortization of debt issuance costs and other

715

466

Settlement of asset retirement obligations

(322)

(54)

Contract termination, loss contingency and settlements

200

(1,308)

Loss (gain) on sale of assets

188

(575)

Loss on early extinguishment of debt

2,899

Changes in current assets and liabilities:

Accounts receivable

2,498

(5,972)

Accrued revenue

74,587

(59,769)

Prepaid expenses and other current assets

(2,701)

(2,190)

Accounts payable including related parties

3,244

11,995

Accrued liabilities

(60,825)

(86,552)

Revenue distributions payable

(3,222)

48,286

Other current liabilities

780

12,454

Net cash provided by operating activities

261,610

457,739

Cash flows provided by (used in) investing activities:

Additions to unproved properties

(27,044)

(30,407)

Drilling and completion costs

(188,905)

(175,134)

Additions to other property and equipment

(6,500)

(604)

Proceeds from asset sales

363

575

Change in other assets

(4,724)

(2,321)

Net cash used in investing activities

(226,810)

(207,891)

Cash flows provided by (used in) financing activities:

Repurchases of common stock

(10,094)

Repayment of senior notes

(118,046)

Borrowings on Credit Facility

1,125,700

1,308,400

Repayments on Credit Facility

(1,127,600)

(1,397,500)

Distributions to noncontrolling interests in Martica Holdings LLC

(23,617)

(15,969)

Employee tax withholding for settlement of equity-based compensation awards

(9,024)

(16,298)

Other

(259)

(341)

Net cash used in financing activities

(34,800)

(249,848)

Net increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

$

Supplemental disclosure of cash flow information:

Cash paid during the period for interest

$

48,252

43,078

Decrease in accounts payable and accrued liabilities for additions to property and equipment

$

(3,275)

(19,271)

See accompanying notes to unaudited condensed consolidated financial statements.

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(1) Organization

Antero Resources Corporation (individually referred to as “Antero” and together with its consolidated subsidiaries “Antero Resources,” or the “Company”) is engaged in the development, production, exploration and acquisition of natural gas, NGLs and oil properties in the Appalachian Basin in West Virginia and Ohio. The Company targets large, repeatable resource plays where horizontal drilling and advanced fracture stimulation technologies provide the means to economically develop and produce natural gas, NGLs and oil from unconventional formations. The Company’s corporate headquarters is located in Denver, Colorado.

(2) Summary of Significant Accounting Policies

(a)

Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC applicable to interim financial information and should be read in the context of the Company’s December 31, 2024 consolidated financial statements and notes thereto for a more complete understanding of the Company’s operations, financial position and accounting policies. The Company’s December 31, 2024 consolidated financial statements were included in Antero Resources’ 2024 Annual Report on Form 10-K, which was filed with the SEC.

These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, and, accordingly, do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly the Company’s financial position as of December 31, 2024 and March 31, 2025, results of operations for the three months ended March 31, 2024 and 2025 and cash flows for the three months ended March 31, 2024 and 2025. The Company has no items of other comprehensive income or loss; therefore, its net income or loss is equal to its comprehensive income or loss. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the full year because of the impact of fluctuations in prices received for natural gas, NGLs and oil, natural production declines, the uncertainty of exploration and development drilling results, fluctuations in the fair value of derivative instruments and other factors.

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 17—Immaterial Correction of Prior Period Error to the unaudited condensed consolidated financial statements for additional information.

(b)

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Antero Resources Corporation, its wholly owned subsidiaries and its variable interest entity (“VIE”), Martica Holdings LLC, (“Martica”), for which the Company is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in the Company’s unaudited condensed consolidated financial statements.

(c)

Cash and Cash Equivalents

The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these instruments. From time to time, the Company may be in the position of a “book overdraft” in which outstanding checks exceed cash and cash equivalents. The Company classifies book overdrafts in accounts payable and revenue distributions payable within its condensed consolidated balance sheets, and classifies the change in accounts payable associated with book overdrafts as an operating activity within its unaudited condensed consolidated statements of cash flows. As of December 31, 2024, the book overdrafts included within accounts payable and revenue distributions payable were $14 million and $17 million, respectively. As of March 31, 2025, the book overdrafts included within accounts payable and revenue distributions payable were $21 million and $24 million, respectively.

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(d)

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 (as defined below in Note 7—Long-Term Debt) 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 are equal to basic weighted average common shares outstanding because the effects of all equity-based awards and the 2026 Convertible Notes are anti-dilutive.

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

Three Months Ended March 31,

  

2024

  

2025

Net income attributable to Antero Resources Corporation—common shareholders

$

22,730

207,971

Add: Interest expense for 2026 Convertible Notes

256

Less: Tax-effect of interest expense for 2026 Convertible Notes

(56)

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

$

22,930

207,971

Net income per common share—basic

$

0.07

0.67

Net income per common share—diluted

$

0.07

0.66

Weighted average common shares outstanding—basic

304,943

311,328

Weighted average common shares outstanding—diluted

312,503

314,798

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):

Three Months Ended March 31,

   

2024

   

2025

Basic weighted average number of common shares outstanding

304,943

311,328

Add: Dilutive effect of RSUs

1,307

1,689

Add: Dilutive effect of PSUs

1,389

1,781

Add: Dilutive effect of 2026 Convertible Notes

4,864

Diluted weighted average number of common shares outstanding

312,503

314,798

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

RSUs

371

Stock options

259

252

(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.

(e)

Recently Adopted or Issued Accounting Standards

Reportable Segments

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to improve reportable segment disclosures primarily through enhanced disclosure of reportable segment expenses. This ASU was effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

after December 15, 2024. The Company adopted ASU 2023-07 in the 2024 Form 10-K for the year ended December 31, 2024, and it did not have a material impact on the Company’s consolidated financial statements.

Income Taxes

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to improve income tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items, and disaggregation of income (loss) from continuing operations, income tax (expense) benefit and income taxes paid, net disclosures by federal, state and foreign jurisdictions, among others. This ASU is effective for annual reporting periods beginning after December 15, 2024, although early adoption is permitted. ASU 2023-09 should be applied on a prospective basis, although retrospective application is permitted. The Company is evaluating the impact that ASU 2023-09 will have on the consolidated financial statements and the transition method it plans to use for adoption. The Company plans to adopt ASU 2023-09 in the Annual Report on Form 10-K for the year ending December 31, 2025.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 is intended to improve the disclosure about certain operating expenses primarily through enhanced disclosure of cost of sales and selling, general and administrative expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. ASU 2024-03 can be applied on either a prospective or a retrospective basis at the Company’s election. The Company is evaluating the impact that ASU 2024-03 will have on the consolidated financial statements and its plans for adoption, including its transition method and adoption date.

(3) Transactions

(a)2021-2024 Drilling Partnership

On February 17, 2021, the Company announced the formation of a drilling partnership with QL Capital Partners (“QL”), an affiliate of Quantum Energy Partners, for the Company’s 2021 through 2024 drilling program (“2021-2024 Drilling Partnership”). Under the terms of the arrangement, each year in which QL participates represents an annual tranche, and QL will be conveyed a working interest in any wells spud by the Company during such tranche year. For 2021 through 2024, the Company and QL agreed to the estimated internal rate of return (“IRR”) of the Company’s capital budget for each annual tranche, and QL agreed to participate in all four annual tranches. The Company develops and manages the drilling program associated with each tranche, including the selection of wells. Additionally, for each annual tranche, the Company 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% 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, the Company may receive a carry in the form of a one-time payment from QL for each annual tranche if the IRR for such tranche 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 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 the Company’s account. Subject to the preceding sentence, for any wells included in a tranche, QL is obligated and responsible for its working interest share of costs and liabilities, and is entitled to its working interest share of revenues, associated with such wells for the life of such wells.

The Company has accounted for the 2021-2024 Drilling Partnership as a conveyance under FASB Accounting Standards Codification (“ASC”) Topic 932, Extractive Activities—Oil and Gas, (“ASC 932”) and such conveyances are recorded in the unaudited condensed consolidated financial statements as QL obtains its proportionate working interest in each well. No gain or loss was recognized for any of the interests conveyed to QL during the term of the 2021-2024 Drilling Partnership.

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(b)2025 Drilling Partnership

On December 11, 2024, the Company entered into a drilling partnership with an unaffiliated third-party (“2025 Drilling Partnership”). Under the terms of the arrangement, the third-party will participate in and fund a share of total development capital expenses for wells spud by the Company during the 2025 calendar year. For each well spud during the 2025 calendar year, the third-party will receive a 15% working interest in such wells and will fund greater than 15% of total development capital expenses for such wells. Subject to the preceding sentence, for any wells spud in the calendar year 2025, the third-party is obligated and responsible for its working interest share of costs and liabilities, and is entitled to its working interest share of revenues, associated with such wells for the life of such wells. Additionally, for each well in the partnership, the Company will enter into an assignment, bill of sale and conveyance pursuant to which the third-party will be conveyed a proportionate working interest percentage in such well, which conveyances will not be subject to any reversion.

The Company has accounted for the 2025 Drilling Partnership as a conveyance under ASC 932 and such conveyances are recorded in the unaudited condensed consolidated financial statements as the third-party obtains its proportionate working interest in each well. No gain or loss was recognized for any of the interests conveyed during the three months ended March 31, 2025.

(4) Revenue

(a)

Disaggregation of Revenue

The table set forth below presents revenue disaggregated by type and reportable segment to which it relates (in thousands). See Note 16—Reportable Segments to the unaudited condensed consolidated financial statements for additional information.

Three Months Ended March 31,

   

2024

   

2025

   

Reportable Segment

Revenues from contracts with customers:

Natural gas sales

$

474,133

780,005

Exploration and production

Natural gas liquids sales (ethane)

63,030

94,480

Exploration and production

Natural gas liquids sales (C3+ NGLs)

454,832

466,952

Exploration and production

Oil sales

64,717

50,335

Exploration and production

Marketing

48,520

25,558

Marketing

Other revenue

273

270

Exploration and production

Total revenue from contracts with customers

1,105,505

1,417,600

Income (loss) from derivatives, deferred revenue and other sources, net

16,766

(64,893)

Total revenue

$

1,122,271

1,352,707

(b)

Transaction Price Allocated to Remaining Performance Obligations

For the Company’s product sales that have a contract term greater than one year, the Company utilized the practical expedient in FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), which does not require the disclosure of the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under the Company’s product sales contracts, each unit of product delivered to the customer represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. For the Company’s product sales that have a contract term of one year or less, the Company utilized the practical expedient in ASC 606, which does not require the disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

(c)

Contract Balances

Under the Company’s sales contracts, the Company invoices customers after its performance obligations have been satisfied, at which point payment is unconditional. Accordingly, the Company’s contracts do not give rise to contract assets or liabilities. As of December 31, 2024 and March 31, 2025, the Company’s receivables from contracts with customers were $454 million and $513 million, respectively.

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(5) Equity Method Investment

As of December 31, 2024 and March 31, 2025, Antero owned 29% of Antero Midstream’s common stock, which is reflected in Antero’s unaudited condensed consolidated financial statements using the equity method of accounting.

The following table sets forth a reconciliation of Antero’s investment in unconsolidated affiliate (in thousands):

Balance as of December 31, 2024 (1)

$

231,048

Equity in earnings of unconsolidated affiliate

28,661

Dividends from unconsolidated affiliate

(31,314)

Elimination of intercompany profit

11,277

Balance as of March 31, 2025 (1)

$

239,672

(1)The fair value of the Company’s investment in Antero Midstream as of December 31, 2024 and March 31, 2025 was $2.1 billion and $2.5 billion, respectively, based on the quoted market share price of Antero Midstream.

(6) Accrued Liabilities

Accrued liabilities consisted of the following items (in thousands):

(Unaudited)

December 31,

March 31,

    

2024

    

2025

Capital expenditures

$

42,474

 

36,578

Gathering, compression, processing and transportation expenses

167,915

179,567

Marketing expenses

16,891

14,140

Interest expense, net

 

29,014

 

8,896

Production and ad valorem taxes

78,980

18,287

General and administrative expense

37,516

22,499

Derivative settlements payable

1,597

1,857

Other

 

28,204

 

27,307

Total accrued liabilities

$

402,591

 

309,131

(7) Long-Term Debt

Long-term debt consisted of the following items (in thousands):

(Unaudited)

December 31,

March 31,

   

2024

    

2025

Credit Facility (a)

$

393,200

304,100

8.375% senior notes due 2026 (b)

96,870

7.625% senior notes due 2029 (c)

407,115

388,475

5.375% senior notes due 2030 (d)

600,000

600,000

Total principal

1,497,185

1,292,575

Unamortized debt issuance costs

(7,955)

(7,195)

Long-term debt

$

1,489,230

1,285,380

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(a)Credit Facility

Antero Resources has a senior revolving credit facility with a syndicate of bank lenders. References to the (i) “Secured Credit Facility” (defined below) refer to the credit facility in effect for periods prior to July 30, 2024, (ii) “Unsecured Credit Facility” (defined below) refer to the credit facility in effect on or after July 30, 2024 and (iii) “Credit Facility” refer to the Secured Credit Facility and Unsecured Credit Facility, collectively.

Senior Unsecured Revolving Credit Facility

On July 30, 2024, Antero Resources entered into an amendment and restatement of its senior revolving credit facility with a syndicate of bank lenders (“Unsecured Credit Facility”). Borrowings are unsecured and are not guaranteed by any of Antero Resources’ subsidiaries. As of March 31, 2025, the Unsecured Credit Facility had lender commitments of $1.65 billion and available borrowing capacity of $1.3 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.

The Unsecured Credit Facility contains one financial covenant requiring Antero Resources to maintain a ratio on a consolidated basis of total indebtedness to capitalization of 65% or less at the end of each fiscal quarter and other affirmative and negative covenants applicable to Antero Resources and its subsidiaries that are customary for credit facilities of this type, including, among other things, limitations on: fundamental changes such as mergers, consolidations, liquidations and dissolutions; liens; certain indebtedness; restricted payments such as dividends, distributions and equity repurchases; and material non-arms’-length transactions with its affiliates. Antero Resources was in compliance with the financial covenant under the Unsecured Credit Facility as of March 31, 2025.

The Unsecured Credit Facility provides for borrowing at Secured Overnight Financing Rate (“SOFR”) or an Alternate Base Rate, in each case, plus an Applicable Rate (each as defined in the Unsecured Credit Facility). There is a 0.10% credit adjustment spread on SOFR and a 0.00% floor. The Unsecured Credit Facility does not amortize. Interest under the Unsecured Credit Facility is payable at a variable rate based on SOFR or the Alternate Base Rate, determined by election at the time of borrowing and at the end of each applicable interest period in respect of a borrowing, plus an Applicable Rate. The Applicable Rate is determined with reference to Antero Resources’ then-current senior unsecured long-term debt rating ranging from 1.125% to 2.00% for SOFR loans. Commitment fees on the unused portion of the Unsecured Credit Facility are due quarterly at rates ranging from 0.125% to 0.300%, determined with reference to Antero Resources’ then-current senior unsecured long-term debt ratings.

The proceeds of the loans made under the Unsecured Credit Facility may be used (i) to pay fees and expenses incurred in connection with the transactions related thereto and the refinancing of the Secured Credit Facility (defined below), (ii) to finance working capital needs and (iii) for other general corporate purposes, in each case of Antero Resources and its subsidiaries.

As of December 31, 2024, Antero Resources had an outstanding balance under the Unsecured Credit Facility of $393 million, with a weighted average interest rate of 5.9%, and outstanding letters of credit of $13 million. As of March 31, 2025, Antero Resources had an outstanding balance under the Unsecured Credit Facility of $304 million, with a weighted average interest rate of 6.0%, and outstanding letters of credit of $13 million.

Senior Secured Revolving Credit Facility

On October 26, 2021, Antero Resources entered into an amended and restated senior secured revolving credit facility with a syndicate of bank lenders (“Secured Credit Facility”). Borrowings were secured by substantially all of the assets of Antero Resources and certain of its subsidiaries, were subject to borrowing base limitations based on the collateral value of Antero Resources’ assets and were subject to regular semi-annual redeterminations. The Secured Credit Facility was refinanced in full and terminated upon the closing of the Unsecured Credit Facility on July 30, 2024.

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

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).

(b)8.375% Senior Notes Due 2026

On January 4, 2021, Antero Resources issued $500 million of 8.375% senior notes due July 15, 2026 (the “2026 Notes”) at par. The Company redeemed $175 million principal amount of the 2026 Notes on July 1, 2021 and redeemed or otherwise repurchased $228 million principal amount of the 2026 Notes during the year ended December 31, 2022. On March 5, 2025, the Company redeemed the remaining $97 million principal amount of the 2026 Notes at 102.094% of the principal amount thereof, plus accrued and unpaid interest, and the 2026 Notes were fully retired on such date. Interest on the 2026 Notes was payable on January 15 and July 15 of each year.

(c)7.625% Senior Notes Due 2029

On January 26, 2021, Antero Resources issued $700 million of 7.625% senior notes due February 1, 2029 (the “2029 Notes”) at par. The Company redeemed or otherwise repurchased $293 million principal amount of the 2029 Notes during 2021 and 2022. During the three months ended March 31, 2025, the Company repurchased $19 million principal amount of the 2029 Notes through open market transactions at a weighted average price of 102.725% of the principal amount thereof, plus accrued and unpaid interest. As of March 31, 2025, $388 million principal amount of the 2029 Notes remained outstanding. The 2029 Notes are unsecured and rank pari passu to Antero Resources’ Unsecured Credit Facility and other outstanding senior notes. As of July 30, 2024, the 2029 Notes are not guaranteed by any of Antero Resources’ subsidiaries. Interest on the 2029 Notes is payable on February 1 and August 1 of each year. Antero Resources may redeem all or part of the 2029 Notes at any time at redemption prices ranging from 102.542% as of March 31, 2025 to 100.00% on or after February 1, 2027. If Antero Resources undergoes a change of control followed by a rating decline, the holders of the 2029 Notes will have the right to require Antero Resources to repurchase all or a portion of the notes at a price equal to 101% of the principal amount of the 2029 Notes, plus accrued and unpaid interest.

(d)5.375% Senior Notes Due 2030

On June 1, 2021, Antero Resources issued $600 million of 5.375% senior notes due March 1, 2030 (the “2030 Notes”) at par. The 2030 Notes are unsecured and rank pari passu to Antero Resources’ Unsecured Credit Facility and other outstanding senior notes. As of July 30, 2024, the 2030 Notes are not guaranteed by any of Antero Resources’ subsidiaries. Interest on the 2030 Notes is payable on March 1 and September 1 of each year. Antero Resources may redeem all or part of the 2030 Notes at any time at redemption prices ranging from 102.688% as of March 31, 2025 to 100.00% on or after March 1, 2028. If Antero Resources undergoes a change of control followed by a rating decline, the holders of the 2030 Notes will have the right to require Antero Resources to repurchase all or a portion of the notes at a price equal to 101% of the principal amount of the 2030 Notes, plus accrued and unpaid interest.

(e)4.25% Convertible Senior Notes Due 2026

On August 21, 2020, Antero Resources issued $250 million in aggregate principal amount of 4.25% convertible senior notes due September 1, 2026 (the “2026 Convertible Notes”). On September 2, 2020, Antero Resources issued an additional $37.5 million of the 2026 Convertible Notes. Proceeds from the issuance of the 2026 Convertible Notes totaled $278.5 million, net of initial purchasers’ fees and issuance cost of $9 million. Transaction costs related to the 2026 Convertible Notes were recorded within debt issuance costs on the condensed consolidated balance sheet and were amortized over the term of the 2026 Convertible Notes using the effective interest method.

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

The Company extinguished $206 million principal amount of the 2026 Convertible Notes in 2021. In addition, between 2022 and the first quarter of 2024, $81 million aggregate principal amount of the 2026 Convertible Notes were converted pursuant to their terms or induced into conversion by the Company, and as of March 31, 2024, no 2026 Convertible Notes remained outstanding. See “—Conversions” below for additional 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

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 three months ended March 31, 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.

(8) Asset Retirement Obligations

The following table presents a reconciliation of the Company’s asset retirement obligations (in thousands):

Asset retirement obligations—December 31, 2024

   

$

62,001

Obligations incurred

171

Accretion expense

939

Settlement of obligations

(54)

Revisions to prior estimates

54

Asset retirement obligations—March 31, 2025

$

63,111

Asset retirement obligations are included in other liabilities on the Company’s condensed consolidated balance sheets.

(9) Equity-Based Compensation

On June 5, 2024, the Company’s stockholders approved the Amended and Restated Antero Resources Corporation 2020 Long Term Incentive Plan (the “AR LTIP”). The 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 AR LTIP.

The 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 a predecessor plan to the AR LTIP 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 AR LTIP. Further, any shares withheld or surrendered in payment of any taxes relating to awards that were outstanding under a predecessor plan to the AR LTIP as of June 17, 2020 or are granted under the AR LTIP or its predecessor plan (other than stock options and stock appreciation rights), will again be available for new awards under the AR LTIP.

A total of 9,713,453 shares were available for future grant under the AR LTIP as of March 31, 2025.

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

The Company’s equity-based compensation expense, by type of award, is as follows (in thousands):

Three Months Ended March 31,

   

2024

2025

RSU awards

$

9,261

11,469

PSU awards

6,440

3,263

Equity awards issued to directors

376

413

Total expense

$

16,077

15,145

(a)Restricted Stock Unit Awards

A summary of RSU award activity is as follows:

Weighted

Average

Number

Grant Date

  

of Units

  

Fair Value

  

Total awarded and unvested—December 31, 2024

3,035,362

$

26.05

Granted

1,105,044

33.64

Vested

(886,695)

26.20

Forfeited

(5,555)

29.00

Total awarded and unvested—March 31, 2025

3,248,156

$

28.59

As of March 31, 2025, there was $75 million of unamortized equity-based compensation expense related to unvested RSUs. That expense is expected to be recognized over a weighted average period of 2.2 years.

(b)

Performance Share Unit Awards

Performance Share Unit Awards Based on Total Shareholder Return

In March 2025, the Company granted PSU awards to certain of its senior management and executive officers that vest based on Antero Resources’ absolute total shareholder return (“TSR”) determined as of the last day of each of three one-year performance periods ending on March 7, 2026, March 7, 2027 and March 7, 2028, and one cumulative three-year performance period ending on March 7, 2028, in each case, subject to certain continued employment criteria for each performance period (“2025 Absolute TSR PSUs”). The number of shares of common stock that may ultimately be earned with respect to the 2025 Absolute TSR PSUs ranges from zero to 200% of the target number of 2025 Absolute TSR PSUs originally granted. Expense related to these PSUs is recognized on a graded-vested basis over the term of each performance period. Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period.

The following table presents the assumptions used in the Monte Carlo valuation model and the grant date fair value information for the 2025 Absolute TSR PSUs:

Dividend yield

%

Volatility

48

%

Risk-free interest rate

3.97

%

Weighted average fair value of awards granted

$

35.01

Performance Share Unit Awards Based on Leverage Ratio

In April 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) (“Net Debt to EBITDAX”) determined as of the last day of each of three one-year performance periods ended on December 31, 2022, December 31, 2023, and December 31, 2024, in each case, subject to certain continued employment criteria (“2022 Leverage Ratio PSUs”). The number of shares of common stock that could ultimately be earned ranged from zero to 200% of the target number of PSUs granted. The performance conditions for the performance periods ended December 31, 2022, 2023 and 2024 were met at 194% of target. During the first quarter of 2025, the 2022 Leverage Ratio PSUs vested and converted into approximately 0.3 million shares of common stock.

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

In March 2025, the Company granted PSUs to certain of its senior management and executive officers that vest based on the Company’s Net Debt to EBITDAX (as defined in the award agreement) determined as of the last day of each of three one-year performance periods ending on December 31, 2025, December 31, 2026 and December 31, 2027, in each case, subject to certain continued employment criteria for each performance period (“2025 Leverage Ratio PSUs”). The number of shares of common stock that may ultimately be earned with respect to the 2025 Leverage Ratio PSUs ranges from zero to 200% of the target number of 2025 Leverage Ratio PSUs originally granted. Expense related to the 2025 Leverage Ratio PSUs is recognized on a graded-vested basis over the term of each performance period that reflects the number of shares of common stock that are expected to be issued at the end of each measurement period, and such expense is reversed if the likelihood of achieving the performance condition becomes improbable. As of March 31, 2025, the likelihood of achieving the performance conditions related to the 2025 Leverage Ratio PSUs was probable.

Summary Information for Performance Share Unit Awards

A summary of PSU activity is as follows:

Weighted

Average

Number

Grant Date

   

of Units

   

Fair Value

   

Total awarded and unvested—December 31, 2024

1,351,295

$

35.27

Granted

289,370

34.33

Vested

(140,659)

35.28

Total awarded and unvested—March 31, 2025

1,500,006

$

35.09

As of March 31, 2025, there was $24 million of unamortized equity-based compensation expense related to unvested PSUs. That expense is expected to be recognized over a weighted average period of 1.6 years.

(10) Fair Value

The carrying values of accounts receivable and accounts payable as of December 31, 2024 and March 31, 2025 approximated market values because of their short-term nature. The carrying values of the amounts outstanding under the Credit Facility as of December 31, 2024 and March 31, 2025 approximated fair value because the variable interest rates are reflective of current market conditions.

The following table sets forth the fair value and carrying value of the senior notes (in thousands):

(Unaudited)

December 31, 2024

March 31, 2025

   

Fair

   

Carrying

   

Fair

   

Carrying

Value (1)

Value (2)

Value (1)

Value (2)

2026 Notes

$

98,924

96,599

2029 Notes

417,211

404,055

398,342

385,709

2030 Notes

579,660

595,376

588,720

595,571

Total

$

1,095,795

1,096,030

987,062

981,280

(1)Fair values are based on Level 2 market data inputs.
(2)Carrying values are presented net of unamortized debt issuance costs.

See Note 9—Equity-Based Compensation and Note 11—Derivative Instruments to the unaudited condensed consolidated financial statements for information regarding the fair value of equity-based awards and derivative financial instruments, respectively.

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(11) Derivative Instruments

The Company is exposed to certain risks relating to its ongoing business operations, and it may use derivative instruments to manage its commodity price risk.  In addition, the Company periodically enters into contracts that contain embedded features that are required to be bifurcated and accounted for separately as derivatives.

(a)Commodity Derivative Positions

The Company periodically enters into natural gas, NGLs and oil derivative contracts with counterparties to hedge the price risk associated with its production. These derivatives are not entered into for trading purposes. To the extent that changes occur in the market prices of natural gas, NGLs and oil, the Company is exposed to market risk on these open contracts. This market risk exposure is generally offset by the change in market prices of natural gas, NGLs and oil recognized upon the ultimate sale of the Company’s production.

The Company was party to various commodity derivative contracts that settled during the three months ended March 31, 2024 and 2025. 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. 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.

As of March 31, 2025, the Company’s fixed price swap positions excluding Martica, the Company’s consolidated VIE, were as follows:

Weighted

Average

Commodity / Settlement Period

 

Index

 

Contracted Volume

 

Price

   

Natural Gas

April-December 2025

Henry Hub

100,000

MMBtu/day

$

3.12

/MMBtu

As of March 31, 2025, the Company’s collar contract positions excluding Martica, the Company’s consolidated VIE, were as follows:

Weighted

Weighted

Average

Average

Commodity / Settlement Period

 

Index

 

Contracted Volume

 

Ceiling Price

 

Floor Price

Natural Gas

January-December 2026

Henry Hub

320,000

MMBtu/day

$

5.96

/MMBtu

$

3.07

/MMBtu

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

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 volumetric production payment transaction (“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 unaudited condensed consolidated financial statements. As of March 31, 2025, the Company’s call option and embedded put option arrangements were as follows:

Embedded

Call Option

Put Option

Commodity / Settlement Period

 

Index

 

Contracted Volume

 

Strike Price

 

Strike Price

   

Natural Gas

April-December 2025

Henry Hub

44,000

MMBtu/day

$

2.564

/MMBtu

$

2.564

/MMBtu

January-December 2026

Henry Hub

32,000

MMBtu/day

2.629

/MMBtu

2.629

/MMBtu

During the three months ended March 31, 2025, all of Martica’s derivative contracts expired, and as of March 31, 2025, Martica had no derivative instruments.

(b)Summary

The table below presents a summary of the fair values of the Company’s derivative instruments and where such values are recorded in the condensed consolidated balance sheets (in thousands).

(Unaudited)

December 31,

March 31,

   

Balance Sheet Location

   

2024

2025

Asset derivatives not designated as hedges for accounting purposes:

Embedded derivatives—current

Derivative instruments

$

1,050

358

Embedded derivatives—noncurrent

Derivative instruments

1,296

778

Total asset derivatives (1)

2,346

1,136

Liability derivatives not designated as hedges for accounting purposes:

Commodity derivatives—current (2)

Derivative instruments

31,792

84,054

Commodity derivatives—noncurrent

Derivative instruments

17,233

24,416

Total liability derivatives (1)

49,025

108,470

Net derivatives liability (1)

$

(46,679)

(107,334)

(1)The fair value of derivative instruments was determined using Level 2 inputs.
(2)As of December 31, 2024, $2 million of current commodity derivative liabilities are attributable to the Company’s consolidated VIE, Martica.

The following table sets forth the gross values of recognized derivative assets and liabilities, the amounts offset under master netting arrangements with counterparties, and the resulting net amounts presented in the condensed consolidated balance sheets as of the dates presented, all at fair value (in thousands):

(Unaudited)

December 31, 2024

March 31, 2025

Net Amounts of

Net Amounts of

Gross

Gross

Assets

Gross

Gross

Assets

Amounts

Amounts Offset

(Liabilities) on

Amounts

Amounts Offset

(Liabilities) on

   

Recognized

   

Recognized

   

Balance Sheet

   

Recognized

   

Recognized

   

Balance Sheet

Commodity derivative assets

$

3,482

(3,482)

19,720

(19,720)

Embedded derivative assets

2,346

2,346

1,136

1,136

Commodity derivative liabilities

(52,507)

3,482

(49,025)

(128,190)

19,720

(108,470)

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

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

Statement of

Operations

Three Months Ended March 31,

   

Location

2024

2025

Commodity derivative fair value gains (losses) (1)

Revenue

$

8,266

(70,461)

Embedded derivative fair value gains (losses) (1)

Revenue

1,180

(1,210)

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

(12) Leases

The Company leases certain office space, processing plants, drilling rigs and completion services, gas gathering lines, compressor stations, and other office and field equipment. Leases with an initial term of 12 months or less are considered short-term and are not recorded on the balance sheet. Instead, the short-term leases are recognized in expense on a straight-line basis over the lease term.

Most leases include one or more options to renew, with renewal terms that can extend the lease from one to 20 years or more. The exercise of the lease renewal options is at the Company’s sole discretion. The depreciable lives of the leased assets are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Certain of the Company’s lease agreements include minimum payments based on a percentage of produced volumes over contractual levels and others include rental payments adjusted periodically for inflation.

The Company considers all contracts that have assets specified in the contract, either explicitly or implicitly, that the Company has substantially all of the capacity of the asset, and has the right to obtain substantially all of the economic benefits of that asset, without the lessor’s ability to have a substantive right to substitute that asset, as leased assets. For any contract deemed to include a leased asset, that asset is capitalized on the condensed consolidated balance sheet as a right-of-use asset and a corresponding lease liability is recorded at the present value of the known future minimum payments of the contract using a discount rate on the date of commencement. The leased asset classification is determined at the date of recording as either operating or financing, depending upon certain criteria of the contract.

The discount rate used for present value calculations is the discount rate implicit in the contract. If an implicit rate is not determinable, a collateralized incremental borrowing rate is used at the date of commencement. As new leases commence or previous leases are modified, the discount rate used in the present value calculation is the current period applicable discount rate.

The Company has made an accounting policy election to adopt the practical expedient for combining lease and non-lease components on an asset class basis. This expedient allows the Company to combine non-lease components such as real estate taxes, insurance, maintenance and other operating expenses associated with the leased premises with the lease component of a lease agreement on an asset class basis when the non-lease components of the agreement cannot be easily bifurcated from the lease payment. Currently, the Company is only applying this expedient to certain office space agreements.

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(a)Supplemental Balance Sheet Information Related to Leases

The Company’s lease assets and liabilities consisted of the following items (in thousands):

(Unaudited)

December 31,

March 31,

Leases

 

Balance Sheet Classification

 

2024

 

2025

Operating Leases

Operating lease right-of-use assets:

Processing plants

Operating lease right-of-use assets

$

1,365,582

1,305,589

Drilling rigs and completion services

Operating lease right-of-use assets

31,350

Gas gathering lines and compressor stations (1)

Operating lease right-of-use assets

1,149,981

1,155,397

Office space

Operating lease right-of-use assets

33,345

32,133

Office, field and other equipment

Operating lease right-of-use assets

490

1,836

Total operating lease right-of-use assets

$

2,549,398

2,526,305

Operating lease liabilities:

Short-term operating lease liabilities

Short-term lease liabilities

$

492,624

514,441

Long-term operating lease liabilities

Long-term lease liabilities

2,048,942

2,004,172

Total operating lease liabilities

$

2,541,566

2,518,613

Finance Leases

Finance lease right-of-use assets:

Vehicles

Other property and equipment

$

2,665

3,096

Total finance lease right-of-use assets (2)

$

2,665

3,096

Finance lease liabilities:

Short-term finance lease liabilities

Short-term lease liabilities

$

1,270

1,439

Long-term finance lease liabilities

Long-term lease liabilities

1,395

1,657

Total finance lease liabilities

$

2,665

3,096

(1)Gas gathering lines and compressor stations includes $1.1 billion and $1.2 billion related to Antero Midstream as of December 31, 2024 and March 31, 2025, respectively. See “—Related party lease disclosure” for additional discussion.
(2)Financing lease assets are recorded net of accumulated amortization of $3 million as of December 31, 2024 and March 31, 2025.

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

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(b)Supplemental Information Related to Leases

Costs associated with operating and finance leases were included in the unaudited condensed consolidated statement of operations and comprehensive income (in thousands):

Three Months Ended March 31,

Cost

 

Classification

 

Location

 

2024

 

2025

Operating lease cost

Statement of operations

Gathering, compression, processing and transportation

$

422,068

395,121

Operating lease cost

Statement of operations

General and administrative

3,083

3,141

Operating lease cost

Statement of operations

Lease operating

21

225

Operating lease cost

Balance sheet

Proved properties (1)

33,412

7,399

Total operating lease cost

$

458,584

405,886

Finance lease cost:

Amortization of right-of-use assets

Statement of operations

Depletion, depreciation and amortization

$

430

409

Interest on lease liabilities

Statement of operations

Interest expense

148

118

Total finance lease cost

$

578

527

Short-term lease payments

$

29,443

42,906

(1)Capitalized costs related to drilling and completion activities.

(c)Supplemental Cash Flow Information Related to Leases

The following table presents the Company’s supplemental cash flow information related to leases (in thousands):

Three Months Ended March 31,

 

2024

 

2025

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

$

350,925

390,822

Operating cash flows from finance leases

148

118

Investing cash flows from operating leases

27,976

4,510

Financing cash flows from finance leases

259

337

Noncash activities:

Right-of-use assets obtained in exchange for new operating lease obligations

$

97,137

126,280

Increase (decrease) to existing right-of-use assets and lease obligations from operating lease modifications, net (1)

$

4,511

(14,517)

(1)During the three months ended March 31, 2024, the weighted average discount rate for remeasured operating leases decreased from 6.5% as of December 31, 2023 to 5.9% as of March 31, 2024. During the three months ended March 31, 2025, the weighted average discount rate for remeasured operating leases increased from 5.5% as of December 31, 2024 to 5.8% as of March 31, 2025.

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(d)Maturities of Lease Liabilities

The table below is a schedule of future minimum payments for operating and financing lease liabilities as of March 31, 2025 (in thousands):

Operating Leases

Financing Leases

Total

Remainder of 2025

$

487,591

1,356

488,947

2026

601,880

1,480

603,360

2027

486,784

459

487,243

2028

406,113

285

406,398

2029

322,110

35

322,145

Thereafter

657,786

657,786

Total lease payments

2,962,264

3,615

2,965,879

Less: imputed interest

(443,651)

(519)

(444,170)

Total

$

2,518,613

3,096

2,521,709

(e)Lease Term and Discount Rate

The following table sets forth the Company’s weighted average remaining lease term and discount rate:

December 31, 2024

March 31, 2025

Operating Leases

Finance Leases

Operating Leases

Finance Leases

Weighted average remaining lease term

6.0 years

2.1 years

6.0 years

2.4 years

Weighted average discount rate

5.5

%

8.4

%

5.6

%

8.6

%

(f)Related Party Lease Disclosure

The Company has gathering and compression service agreements with Antero Midstream that include: (i) the second amended and restated gathering and compression agreement dated December 8, 2019 (the “2019 gathering and compression agreement”), (ii) a gathering and compression agreement from Antero Midstream’s acquisition in 2022 of certain Marcellus gathering and compression assets in an area of dedication (the “Marcellus gathering and compression agreement”) and (iii) a compression agreement from Antero Midstream’s acquisition in 2022 of certain Utica compressors (the “Utica compression agreement” and (iv) a gathering and compression agreement from Antero Midstream’s acquisition in the second quarter of 2024 of certain central Marcellus gathering and compression assets (the “Mountaineer gathering and compression agreement,” and together with the 2019 gathering and compression agreement, Marcellus gathering and compression agreement and the Utica compression agreement, the “gathering and compression agreements”). Pursuant to the gathering and compression agreements with Antero Midstream, the Company has dedicated substantially all of its current and future acreage in West Virginia, Ohio and Pennsylvania to Antero Midstream for gathering and compression services. The 2019 gathering and compression agreement, Marcellus gathering and compression agreement and Mountaineer gathering and compression agreement have initial terms through 2038, 2031 and 2026, respectively, and the Utica compression agreement has one remaining acreage dedication that expires in 2030. 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 Consumer Price Index (“CPI”)-based adjustments. If and to the extent the Company requests that Antero Midstream construct new low pressure lines, high pressure lines and compressor stations, the 2019 gathering and compression agreement contains options at Antero Midstream’s election for either (i) minimum volume commitments that require Antero Resources to utilize or pay for 75% of the high pressure gathering capacity and 70% of the compression capacity of the requested capacity of such new construction for 10 years or (ii) a cost of service fee that allows the Antero Midstream to earn a 13% rate of return on such new construction over seven years. The Marcellus gathering and compression agreement provides for a minimum volume commitment that requires the Company to utilize or pay for 25% of the compression capacity for a period of 10 years from the in-service date. The Mountaineer gathering and compression agreement provides for monthly minimum compression and gathering fees for each compressor station or high pressure gathering line, respectively, for a period of 12 years commencing 90 days after such asset’s in-service date. As of March 31, 2025, the minimum volume commitments for the 2019 gathering and compression

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

agreement end in 2035, and the minimum compression and gathering fees for the Mountaineer gathering and compression agreement end in 2026. As of January 1, 2025, there were no minimum volume commitments under the Marcellus gathering and compression agreement.

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 180th day prior to the anniversary of such agreement.

Gathering and compression fees paid by the Company related to these agreements were $199 million and $205 million for the three months ended March 31, 2024 and 2025, respectively. As of December 31, 2024 and March 31, 2025, $79 million and $85 million, respectively, was included within accounts payable, related parties on the condensed consolidated balance sheets as due to Antero Midstream related to these agreements.

(13) Commitments

The following table sets forth a schedule of future minimum payments for the Company’s contractual obligations, which include leases that have a lease term in excess of one year as of March 31, 2025 (in thousands):

Processing,

Gathering,

Firm

Compression

Operating and

Imputed Interest

Transportation

and Water Service

Financing Leases

for Leases

Other

   

(a)

   

(b)

   

(c)

   

(c)

   

(d)

   

Total

 

Remainder of 2025

$

921,186

46,245

390,119

98,828

4,809

1,461,187

2026

1,221,591

26,681

496,869

106,492

3,976

1,855,609

2027

1,214,389

25,392

406,624

80,618

375

1,727,398

2028

1,144,435

24,059

347,168

59,230

-

1,574,892

2029

790,531

23,550

280,716

41,428

-

1,136,225

Thereafter

3,691,333

65,245

600,213

57,574

-

4,414,365

Total

$

8,983,465

211,172

2,521,709

444,170

9,160

12,169,676

(a)Firm Transportation

The Company has entered into firm transportation agreements with various pipelines in order to facilitate the delivery of its production to market. These contracts commit the Company to transport minimum daily natural gas or NGLs volumes at negotiated rates or pay for any deficiencies at specified reservation fee rates. The amounts in this table are based on the Company’s minimum daily volumes at the reservation fee rate. The values in the table represent the gross amounts that the Company is committed to pay; however, the Company will record in the unaudited condensed consolidated financial statements its proportionate share of costs based on its working interest.

(b)Processing, Gathering, Compression and Water Service Commitments

The Company has entered into various long-term gas processing, gathering, compression and water service agreements. Certain of these agreements were determined to be leases. The minimum payment obligations under the agreements that are not leases are presented in this column.

The values in the table represent the gross amounts that the Company is committed to pay; however, the Company will record in the unaudited condensed consolidated financial statements its proportionate share of costs based on its working interest.

(c)Operating and Finance Leases, including Imputed Interest

The Company has obligations under contracts for services provided by drilling rigs and completion fleets, processing, gathering, and compression services agreements, and office and equipment leases. The values in the table represent the gross amounts that Antero Resources is committed to pay; however, the Company will record in its financial statements its

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

proportionate share of costs based on its working interests. See Note 12—Leases to the unaudited condensed consolidated financial statements for additional information.

(d)

Other

The Company has entered into various land acquisition and sand supply agreements. Certain of these agreements contain minimum payment obligations over various terms. The values in the table represent the minimum payments due under these arrangements. None of these agreements were determined to be leases.

(e)

Contract Terminations

The Company incurs costs associated with the delay or cancellation of certain contracts with third-parties. These costs are recorded in contract termination, loss contingency and settlements in the statements of operations and comprehensive income. There are no remaining payment obligations related to any delayed or cancelled contracts as of March 31, 2025.

(14) Contingencies

(a)Environmental

In June 2018, the Company received a Notice of Violation (“NOV”) from the U.S. Environmental Protection Agency (“EPA”) Region III for alleged violations of the federal Clean Air Act and the West Virginia State Implementation Plan. The NOV alleges that combustion devices at these facilities did not meet applicable air permitting requirements. Separately, in June 2018, the Company received an information request from the EPA Region III pursuant to Section 114(a) of the Clean Air Act relating to the facilities that were inspected in September 2017 as well as additional Antero Resources facilities for the purpose of determining if the additional facilities have the same alleged compliance issues that were identified during the September 2017 inspections. Subsequently, the West Virginia Department of Environmental Protection (“WVDEP”) and the EPA Region V (covering Ohio facilities) each conducted its own inspections, and the Company has separately received NOVs from WVDEP and EPA Region V related to similar issues being investigated by the EPA Region III. The Company continues to negotiate with the EPA and WVDEP to resolve the issues alleged in the NOVs and the information request. The Company’s operations at these facilities are not suspended, and management does not expect these matters to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

(b)Production Taxes

The Company is subject to production taxes in the states in which it operates. The Company’s production tax filings in West Virginia for 2018 to 2020 tax years were subject to audit by the State of West Virginia. All assessments received in conjunction with this audit were recorded in the consolidated 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 unaudited condensed consolidated financial position, results of operations or cash flows.

(c)Other

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 unaudited condensed 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 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

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

December 31, 2024. Oral argument on the matter was held before the WVSC on April 22, 2025, and we are currently awaiting a ruling. 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. In each case, the alleged damages were not material. The Company continues to analyze how these decisions may impact other cases to which the Company is a party. At this time, the Company cannot predict how the foregoing issues may ultimately be resolved, and therefore is also unable to estimate any potential damages, if any, that may result. The Company accrues for litigation, claims and proceedings when liability is both probable and the amount can be reasonably estimated, and does not currently have any material amounts accrued with respect to its pending litigation matters.

(15) Related Parties

Substantially all of Antero Midstream’s revenues were and are derived from transactions with Antero Resources. See Note 16—Reportable Segments to the unaudited condensed consolidated financial statements for the operating results of the Company’s reportable segments.

(16) Reportable Segments

The Company’s operations, which are located in the United States, are organized into three reportable segments: (i) the exploration, development and production of natural gas, NGLs and oil; (ii) marketing and utilization of excess firm transportation capacity and (iii) midstream services through the Company’s equity method investment in Antero Midstream.

The operating results and assets of the Company’s reportable segments were as follows (in thousands):

Three Months Ended March 31, 2024

Equity Method

Exploration

Investment in

Elimination of

and

Antero

Unconsolidated

Consolidated

 

Production

 

Marketing

 

Midstream (1)

 

Affiliate

 

Total

 

Sales and revenues:

Third-party

$

1,073,169

48,520

671

(671)

1,121,689

Intersegment

 

582

278,380

(278,380)

582

Total revenue

1,073,751

48,520

279,051

(279,051)

1,122,271

Operating expenses:

Lease operating

29,121

29,121

Gathering and compression

223,530

26,143

(26,143)

223,530

Processing

255,795

255,795

Transportation

192,956

192,956

Water handling

27,775

(27,775)

Production and ad valorem taxes

58,168

58,168

Marketing

59,813

59,813

General and administrative (excluding equity-based compensation)

39,785

11,894

(11,894)

39,785

Equity-based compensation

16,077

9,327

(9,327)

16,077

Facility idling

522

(522)

Depletion, depreciation and amortization

190,475

37,095

(37,095)

190,475

Impairment of property and equipment

5,190

5,190

Other (2)

3,622

44

(44)

3,622

Total operating expenses

1,014,719

59,813

112,800

(112,800)

1,074,532

Operating income (loss)

$

59,032

(11,293)

166,251

(166,251)

47,739

Equity in earnings of unconsolidated affiliates

$

23,347

27,530

(27,530)

23,347

Capital expenditures for segment assets

$

222,449

35,073

(35,073)

222,449

(1)Amounts reflect those recorded in Antero Midstream’s unaudited condensed consolidated financial statements.
(2)Amounts include charges for exploration, 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.

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

Three Months Ended March 31, 2025

Equity Method

Exploration

Investment in

Elimination of

and

Antero

Unconsolidated

Consolidated

 

Production

 

Marketing

 

Midstream (1)

 

Affiliate

 

Total

 

Sales and revenues:

Third-party

$

1,326,601

25,558

505

(505)

1,352,159

Intersegment

 

548

290,624

(290,624)

548

Total revenue

1,327,149

25,558

291,129

(291,129)

1,352,707

Operating expenses:

Lease operating

33,986

33,986

Gathering and compression

236,134

26,193

(26,193)

236,134

Processing

261,155

261,155

Transportation

197,728

197,728

Water handling

30,637

(30,637)

Production and ad valorem taxes

55,299

55,299

Marketing

42,770

42,770

General and administrative (excluding equity-based compensation)

47,300

10,622

(10,622)

47,300

Equity-based compensation

15,145

12,402

(12,402)

15,145

Facility idling

443

(443)

Depletion, depreciation and amortization

186,352

32,748

(32,748)

186,352

Impairment of property and equipment

5,618

817

(817)

5,618

Other (2)

(252)

44

(44)

(252)

Total operating expenses

1,038,465

42,770

113,906

(113,906)

1,081,235

Operating income (loss)

$

288,684

(17,212)

177,223

(177,223)

271,472

Equity in earnings of unconsolidated affiliates

$

28,661

28,020

(28,020)

28,661

Capital expenditures for segment assets

$

206,145

30,528

(30,528)

206,145

(1)Amounts reflect those recorded in Antero Midstream’s unaudited condensed consolidated financial statements.
(2)Amounts include charges for exploration, 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.

The summarized assets of the Company’s reportable segments are as follows (in thousands):

As of December 31, 2024

Equity Method

Exploration

Investment in

Elimination of

and

Antero

Unconsolidated

Consolidated

 

Production

 

Marketing

 

Midstream (1)

 

Affiliate

 

Total

Investments in unconsolidated affiliates

$

231,048

603,956

(603,956)

231,048

Total assets

12,999,930

10,120

5,761,748

(5,761,748)

13,010,050

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

As of March 31, 2025

Equity Method

Exploration

Investment in

Elimination of

and

Antero

Unconsolidated

Consolidated

 

Production

 

Marketing

 

Midstream (1)

 

Affiliate

 

Total

 

Investments in unconsolidated affiliates

$

239,672

600,349

(600,349)

239,672

Total assets

13,040,550

8,771

5,752,118

(5,752,118)

13,049,321

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

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(17) Immaterial Correction of Prior Period Error

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. 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 unaudited condensed consolidated financial statements for the three months ended March 31, 2024 in this Quarterly Report on Form 10-Q, 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). Retained earnings as of December 31, 2023 reflected in the accompanying consolidated statements of equity has been decreased by $80 million from its previously reported balance of $1.1 billion to the corrected balance of $1.1 billion to reflect the impact of correcting this error for the years ended December 31, 2021, 2022 and 2023. 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 unaudited condensed consolidated financial statements, we have also corrected the following notes to the unaudited condensed consolidated financial statements for the effects of this error: (i) Note 2 — Summary of Significant Accounting Policies and (ii) Note 16 — Reportable Segments.

The following table presents the effect of the corrections on selected line items from the previously reported unaudited condensed consolidated financial statements as of March 31, 2024 (in thousands, except per share amounts):

Statement of Operations and Comprehensive Income

Three Months Ended March 31, 2024

As Previously

As

Reported

Corrections

Corrected

Depletion, depreciation and amortization

$

173,054

17,421

190,475

Total operating expenses

1,057,111

17,421

1,074,532

Operating income

65,160

(17,421)

47,739

Income before income taxes

58,320

(17,421)

40,899

Income tax expense

(10,033)

3,806

(6,227)

Net income, including noncontrolling interest

48,287

(13,615)

34,672

Net income and comprehensive income
attributable to Antero Resources Corporation

36,345

(13,615)

22,730

Net income per common share—basic

$

0.12

(0.05)

0.07

Net income per common share—diluted

$

0.12

(0.05)

0.07

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results, and the differences can be material. Some of the key factors that could cause actual results to vary from our expectations include changes in natural gas, NGLs and oil prices, the timing of planned capital expenditures, our ability to fund our development programs, uncertainties in estimating proved reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as our ability to access them, impacts of world health events and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting our business, as well as those factors discussed below, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. See “Cautionary Statement Regarding Forward-Looking Statements.” Also, see the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors.” We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

In this section, references to “Antero,” the “Company,” “we,” “us,” and “our” refer to Antero Resources Corporation and its subsidiaries, unless otherwise indicated or the context otherwise requires.

Our Company

We have assembled a portfolio of long-lived properties that are characterized by what we believe to be high repeatability and low geologic risk. We focus on unconventional reservoirs, which can generally be characterized as fractured shale formations. Our management team has worked together for many years and has a successful track record of reserve and production growth as well as significant expertise in unconventional resource plays. Our strategy is to leverage our team’s experience delineating and developing natural gas resource plays to develop our reserves and production, primarily on our existing multi-year inventory of drilling locations.

We have assembled a portfolio of long-lived properties that are characterized by what we believe to be low geologic risk and repeatability. Our drilling opportunities are focused in the Appalachian Basin. As of March 31, 2025, we held approximately 526,000 net acres in the Appalachian Basin.

Financing Highlights

Debt Repurchase Program

During the three months ended March 31, 2025, we redeemed the remaining $97 million aggregate principal amount of our 2026 Notes at a redemption price of 102.094% of the principal amount thereof, plus accrued and unpaid interest. In addition, we repurchased $19 million aggregate principal amount of our 2029 Notes through open market transactions at a weighted average price of 102.725% of the principal amount thereof, plus accrued and unpaid interest. See Note 7—Long-Term Debt to the unaudited condensed consolidated financial statements for additional information.

Share Repurchase Program

During 2022, our Board of Directors authorized a share repurchase program that allows us to repurchase up to $2.0 billion of outstanding common stock. During the three months ended March 31, 2025, we repurchased approximately 0.3 million shares of our common stock through our share repurchase program at a total cost of $10 million. As of March 31, 2025, we have approximately $1.0 billion of capacity remaining under our share repurchase program. The shares may be repurchased from time to time in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will be determined by us at our discretion and will depend on a variety of factors, including the market price of our common stock, general market and economic conditions and applicable legal requirements.

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Market Conditions and Business Trends

Commodity Markets

Prices for natural gas, NGLs and oil that we produce significantly impact our revenues and cash flows. Benchmark prices for natural gas and NGLs increased, while benchmark prices for oil decreased during the three months ended March 31, 2025 as compared to the same period of 2024. As a result of the higher benchmark natural gas and NGLs prices during the three months ended March 31, 2025, we experienced increased price realizations for these products between periods, partially offset by the effects of decreased benchmark oil prices on our oil price realizations as compared to the three months ended March 31, 2024. We monitor the economic factors that impact natural gas, NGLs and oil prices, including domestic and foreign supply and demand indicators, domestic and foreign commodity inventories, the actions of Organization of Petroleum Exporting Countries and other large producing nations and the current conflicts in Ukraine and in the Middle East, among others. In the current economic environment, we expect that commodity prices for some or all of the commodities we produce could remain volatile. This volatility is beyond our control and may adversely impact our business, financial condition, results of operations and future cash flows.

The following table details the average benchmark natural gas, NGLs and oil prices:

Three Months Ended March 31,

   

2024

   

2025

Henry Hub ($/Mcf) (1)

$

2.24

3.65

Mont Belvieu Ethane ($/Bbl) (2)

8.07

11.46

Mont Belvieu C3+ NGLs ($/Bbl) (3)

42.75

43.99

West Texas Intermediate ($/Bbl) (4)

76.96

71.42

(1)NYMEX first of month average natural gas price.
(2)Intercontinental Exchange, Inc. (“ICE”) settlement ethane Oil Price Information Service (“OPIS”) futures average price for the front month contract as published on the last trading day of the month.
(3)ICE settlement propane, isobutane, normal butane and natural gasoline OPIS futures average price for the front month contract as published on the last trading day of the month. Propane and isobutane reflect TET prices, and normal butane and natural gasoline reflect non-TET prices. Propane, isobutane, normal butane and natural gasoline futures prices are weighted to approximate Antero Resources’ average C3+ NGLs composition.
(4)NYMEX calendar month average settled futures price.

Hedge Position

Antero Resources (Excluding Martica)

We are exposed to certain commodity price risks relating to our ongoing business operations, and we use derivative instruments when circumstances warrant to manage such risks. In addition, we periodically enter into contracts that contain embedded features that are required to be bifurcated and accounted for separately as derivatives. Due to our improved liquidity and leverage position as compared to historical levels, the percentage of our expected production that we hedge has decreased. For the three months ended March 31, 2024 and 2025, substantially all of our production was unhedged. Assuming our 2025 production is the same as our production in 2024, approximately 2% of our total production for 2025 is hedged through fixed price commodity swaps. As of March 31, 2025, the estimated fair value of our commodity derivative contracts was a net liability of $107 million. See Note 11—Derivative Instruments to the unaudited condensed consolidated financial statements for additional information.

Martica

Our consolidated VIE, Martica, also maintained a portfolio of fixed swap natural gas, NGLs and oil derivatives for the benefit of the noncontrolling interests in Martica. As such, all gains and losses attributable to Martica’s derivative portfolio were fully attributable to the noncontrolling interests in Martica. During the three months ended March 31, 2025, all of Martica’s derivative contracts expired, and as of March 31, 2025, Martica’s had no derivative instruments. See Note 11—Derivative Instruments to the unaudited condensed consolidated financial statements for additional information.

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Economic Indicators

The economy experienced elevated inflation levels as a result of global supply and demand imbalances, where global demand outpaced supplies beginning in 2021 and continuing through 2024. In order to manage the inflation risk present in the United States’ economy, the Federal Reserve utilized monetary policy in the form of interest rate increases beginning in March 2022 in an effort to bring the inflation rate in line with its stated goal of 2% on a long-term basis. Between March 2022 and July 2023, the Federal Reserve increased the federal funds interest rate by 5.25%. During the second half of 2024, inflation rates began to approach the Federal Reserve’s stated goal of 2%, and the Federal Reserve decreased the federal funds rate by 1.0% between September and December 2024. While inflationary pressures in the United States’ economy have begun to subside, it is uncertain what impact recent tariff activity by the United States and foreign governments will have on inflation.

The economy also continues to be impacted by the effects of global events. These events have often caused global supply chain disruptions with additional pressure due to trade sanctions, tariffs and other global trade restrictions, among others. While our supply chain has not experienced any significant interruptions as a result of such events, there can be no assurance that we will not experience interruptions in the future.

Inflationary pressures, particularly as they relate to certain of our long-term contracts with CPI-based adjustments, and supply chain disruptions have and could continue to result in increases to our operating and capital costs that are not fixed. These economic variables are beyond our control and may adversely impact our business, financial condition, results of operations and future cash flows.

Results of Operations

We have three reportable segments: (i) the exploration, development and production of natural gas, NGLs and oil; (ii) marketing and utilization of excess firm transportation capacity; and (iii) midstream services through our equity method investment in Antero Midstream. Revenues from Antero Midstream’s operations were primarily derived from intersegment transactions for services provided to our exploration and production operations by Antero Midstream. All intersegment transactions were eliminated upon consolidation, including revenues from water handling services provided by Antero Midstream, which we capitalized as proved property development costs. Marketing revenues are primarily derived from activities to purchase and sell third-party natural gas and NGLs and to market and utilize excess firm transportation capacity. See Note 16—Reportable Segments to our unaudited condensed consolidated financial statements for additional information.

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Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2025

The operating results of our reportable segments were as follows (in thousands):

Three Months Ended March 31, 2024

Equity Method

Exploration

Investment in

Elimination of

and

Antero

Unconsolidated

Consolidated

 

Production

 

Marketing

 

Midstream (1)

 

Affiliate

 

Total

 

Revenue and other:

Natural gas sales

$

474,133

474,133

Natural gas liquids sales

517,862

517,862

Oil sales

64,717

64,717

Commodity derivative fair value gains

9,446

9,446

Gathering, compression and water handling

279,051

(279,051)

Marketing

48,520

48,520

Amortization of deferred revenue, VPP

6,738

6,738

Other revenue and income

855

855

Total revenue

1,073,751

48,520

279,051

(279,051)

1,122,271

Operating expenses:

Lease operating

29,121

29,121

Gathering and compression

223,530

26,143

(26,143)

223,530

Processing

255,795

255,795

Transportation

192,956

192,956

Water handling

27,775

(27,775)

Production and ad valorem taxes

58,168

58,168

Marketing

59,813

59,813

Exploration

602

602

General and administrative (excluding equity-based compensation)

39,785

11,894

(11,894)

39,785

Equity-based compensation

16,077

9,327

(9,327)

16,077

Depletion, depreciation and amortization

190,475

37,095

(37,095)

190,475

Impairment of property and equipment

5,190

5,190

Accretion of asset retirement obligations

776

776

Loss on sale of assets

188

188

Contract termination, loss contingency, settlements and other operating expenses

2,056

566

(566)

2,056

Total operating expenses

1,014,719

59,813

112,800

(112,800)

1,074,532

Operating income (loss)

$

59,032

(11,293)

166,251

(166,251)

47,739

Equity in earnings of unconsolidated affiliates

$

23,347

27,530

(27,530)

23,347

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

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Three Months Ended March 31, 2025

Equity Method

Exploration

Investment in

Elimination of

and

Antero

Unconsolidated

Consolidated

 

Production

 

Marketing

 

Midstream (1)

 

Affiliate

 

Total

 

Revenue and other:

Natural gas sales

$

780,005

780,005

Natural gas liquids sales

561,432

561,432

Oil sales

50,335

50,335

Commodity derivative fair value losses

(71,671)

(71,671)

Gathering, compression and water handling

291,129

(291,129)

Marketing

25,558

25,558

Amortization of deferred revenue, VPP

6,230

6,230

Other revenue and income

818

818

Total revenue

1,327,149

25,558

291,129

(291,129)

1,352,707

Operating expenses:

Lease operating

33,986

33,986

Gathering and compression

236,134

26,193

(26,193)

236,134

Processing

261,155

261,155

Transportation

197,728

197,728

Water handling

30,637

(30,637)

Production and ad valorem taxes

55,299

55,299

Marketing

42,770

42,770

Exploration

668

668

General and administrative (excluding equity-based compensation)

47,300

10,622

(10,622)

47,300

Equity-based compensation

15,145

12,402

(12,402)

15,145

Depletion, depreciation and amortization

186,352

32,748

(32,748)

186,352

Impairment of property and equipment

5,618

817

(817)

5,618

Accretion of asset retirement obligations

939

939

Gain on sale of assets

(575)

(575)

Contract termination, loss contingency, settlements and other operating expenses

(1,284)

487

(487)

(1,284)

Total operating expenses

1,038,465

42,770

113,906

(113,906)

1,081,235

Operating income (loss)

$

288,684

(17,212)

177,223

(177,223)

271,472

Equity in earnings of unconsolidated affiliates

$

28,661

28,020

(28,020)

28,661

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

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Exploration and Production Segment

The following table sets forth selected operating data of the exploration and production segment:

Three Months Ended

Amount of

March 31,

Increase

Percent

   

2024

   

2025

   

(Decrease)

   

Change

Production data (1) (2):

Natural gas (Bcf)

202

195

(7)

(3)

%

C2 Ethane (MBbl)

6,760

7,442

682

10

%

C3+ NGLs (MBbl)

10,564

10,229

(335)

(3)

%

Oil (MBbl)

1,035

852

(183)

(18)

%

Combined (Bcfe)

312

306

(6)

(2)

%

Daily combined production (MMcfe/d)

3,426

3,397

(29)

(1)

%

Average prices before effects of derivative settlements (3):

Natural gas (per Mcf)

$

2.35

4.01

1.66

71

%

C2 Ethane (per Bbl) (4)

$

9.32

12.70

3.38

36

%

C3+ NGLs (per Bbl)

$

43.05

45.65

2.60

6

%

Oil (per Bbl)

$

62.53

59.08

(3.45)

(6)

%

Weighted Average Combined (per Mcfe)

$

3.39

4.55

1.16

34

%

Average realized prices after effects of derivative settlements (3):

Natural gas (per Mcf)

$

2.36

3.95

1.59

67

%

C2 Ethane (per Bbl) (4)

$

9.32

12.70

3.38

36

%

C3+ NGLs (per Bbl)

$

43.03

45.65

2.62

6

%

Oil (per Bbl)

$

62.39

58.97

(3.42)

(5)

%

Weighted Average Combined (per Mcfe)

$

3.39

4.52

1.13

33

%

Average costs (per Mcfe):

Lease operating

$

0.09

0.11

0.02

22

%

Gathering and compression

$

0.72

0.77

0.05

7

%

Processing

$

0.82

0.85

0.03

4

%

Transportation

$

0.62

0.65

0.03

5

%

Production and ad valorem taxes

$

0.19

0.18

(0.01)

(5)

%

Marketing expense, net

$

0.04

0.06

0.02

50

%

General and administrative (excluding equity-based compensation)

$

0.13

0.15

0.02

15

%

Depletion, depreciation, amortization and accretion

$

0.61

0.61

*

*Not meaningful

(1)Production data excludes volumes related to the VPP.
(2)Oil and NGLs production was converted at 6 Mcf per Bbl to calculate total Bcfe production and per Mcfe amounts. This ratio is an estimate of the equivalent energy content of the products and may not reflect their relative economic value.
(3)Average prices reflect the before and after effects of our settled commodity derivatives. Our calculation of such after effects includes gains (losses) on settlements of commodity derivatives, which do not qualify for hedge accounting because we do not designate or document them as hedges for accounting purposes.
(4)The average realized price for the three months ended March 31, 2024 includes $2 million of proceeds related to a take-or-pay contract. Excluding the effect of these proceeds, the average realized price for ethane before and after the effects of derivatives for the three months ended March 31, 2024 would have been $9.07 per Bbl.

Natural gas sales. Revenues from sales of natural gas increased from $474 million for the three months ended March 31, 2024 to $780 million for the three months ended March 31, 2025, an increase of $306 million, or 65%. Higher commodity prices (excluding the effects of derivative settlements) during the three months ended March 31, 2025 accounted for an approximate $322 million increase in year-over-year natural gas sales revenue (calculated as the change in the year-to-year average price times current year production volumes). Lower natural gas production volumes accounted for an approximate $16 million decrease in year-over-year natural gas sales revenue (calculated as the change in year-to-year volumes times the prior year average price).

NGLs sales. Revenues from sales of NGLs increased from $518 million for the three months ended March 31, 2024 to $561 million for the three months ended March 31, 2025, an increase of $43 million, or 8%. Higher commodity prices (excluding the effects of derivative settlements) during the three months ended March 31, 2025 accounted for an approximate $51 million increase in year-over-year revenues (calculated as the change in the year-to-year average price times current year production volumes). Lower C3+ NGLs production volumes accounted for an approximate $14 million decrease in year-over-year NGLs revenues (calculated as the change in year-to-year volumes times the prior year average price), partially offset by

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higher ethane production volumes that accounted for an approximate $6 million increase in year-over-year NGLs revenues (calculated as the change in year-to-year volumes times the prior year average price).

Oil sales. Revenues from sales of oil decreased from $65 million for the three months ended March 31, 2024 to $50 million for the three months ended March 31, 2025, a decrease of $15 million, or 22%. Lower oil production volumes during the three months ended March 31, 2025 accounted for an approximate $12 million decrease in year-over-year oil revenues (calculated as the change in year-to-year volumes times the prior year average price). Lower oil prices, excluding the effects of derivative settlements, accounted for an approximate $3 million decrease in year-over-year oil revenues (calculated as the change in the year-to-year average price times current year production volumes).

Commodity derivative fair value gains (losses). Our commodity derivatives included variable price swap contracts, swaptions, basis swap contracts, call options and embedded put options. Because we do not designate these derivatives as accounting hedges, they do not receive hedge accounting treatment. Consequently, all mark-to-market gains or losses, as well as cash receipts or payments on settled derivative instruments, are recognized in our statements of operations. For the three months ended March 31, 2024 and 2025, our commodity hedges resulted in derivative fair value gains of $9 million and fair value losses of $72 million, respectively. For the three months ended March 31, 2024, commodity derivative fair value gains included $1 million of net cash proceeds on settled commodity derivatives gains. For the three months ended March 31, 2025, commodity derivative fair value losses included $11 million of net cash payments for settled derivative losses.

Commodity derivative fair value gains or losses vary based on future commodity prices and have no cash flow impact until the derivative contracts are settled or monetized prior to settlement. Derivative asset or liability positions at the end of any accounting period may reverse to the extent future commodity prices increase or decrease from their levels at the end of the accounting period, or as gains or losses are realized through settlement. Additionally, substantially all of our production is currently unhedged for 2025 and beyond, which limits our exposure to volatility in the fair value of our derivative instruments related to commodity price changes in the future.

Amortization of deferred revenue, VPP. Amortization of deferred revenues associated with the VPP decreased from $7 million for the three months ended March 31, 2024 to $6 million for the three months ended March 31, 2025, a decrease of $1 million or 8%, primarily due to lower production volumes attributable to the VPP properties between periods. Amortization of the deferred revenues associated with the VPP are recognized as the production volumes are delivered at $1.61 per MMBtu over the contractual term.

Lease operating expense. Lease operating expense increased from $29 million, or $0.09 per Mcfe, for the three months ended March 31, 2024 to $34 million, or $0.11 per Mcfe, for the three months ended March 31, 2025, primarily due to higher oilfield service costs and workover expense during the three months ended March 31, 2025, partially offset by lower water disposal costs between periods.

Gathering, compression, processing and transportation expense. Gathering, compression, processing and transportation expense increased from $672 million for the three months ended March 31, 2024 to $695 million for the three months ended March 31, 2025, an increase of $23 million, or 3%. This fluctuation was primarily a result of the following:

Gathering and compression costs on a per unit basis increased from $0.72 per Mcfe for the three months ended March 31, 2024 to $0.77 per Mcfe for the three months ended March 31, 2025, primarily due to increased fuel costs as a result of higher natural gas prices and annual CPI-based adjustments between periods.
Processing costs on a per unit basis increased from $0.82 per Mcfe for the three months ended March 31, 2024 to $0.85 per Mcfe for the three months ended March 31, 2025, primarily due to increased costs for NGLs processing and transportation, which includes an annual CPI-based adjustment during the first quarter of 2025, and higher NGLs transportation fees between periods.
Transportation costs on a per unit basis increased from $0.62 per Mcfe for the three months ended March 31, 2024 to $0.65 per Mcfe for the three months ended March 31, 2025, primarily due to higher demand fees and higher fuel costs as a result of higher natural gas prices between periods.

Production and ad valorem tax expense.  Production and ad valorem taxes decreased from $58 million for the three months ended March 31, 2024 to $55 million for the three months ended March 31, 2025, a decrease of $3 million, or 5%, primarily due to lower production volumes between periods, partially offset by higher natural gas prices during the three months ended March 31, 2025. Production and ad valorem taxes as a percentage of natural gas revenues decreased from 12% for the three months ended March 31, 2024 to 7% for the three months ended March 31, 2025, primarily as a result of lower ad

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valorem taxes, which 2024 West Virginia ad valorem taxes were based on commodity prices during 2022 and 2025 West Virginia ad valorem taxes are based on commodity prices during 2023.

General and administrative expense. General and administrative expense (excluding equity-based compensation expense) increased from $40 million for the three months ended March 31, 2024 to $47 million for three months ended March 31, 2025, an increase of $7 million, or 19%, primarily due to higher professional service fees between periods. General and administrative expense on a per unit basis (excluding equity-based compensation) increased from $0.13 per Mcfe for the three months ended March 31, 2024 to $0.15 per Mcfe for the three months ended March 31, 2025 primarily as a result of higher overall costs and lower production volumes between periods.

Equity-based compensation expense. Non-cash equity-based compensation expense remained relatively consistent at $16 million and $15 million for the three months ended March 31, 2024 and 2025, respectively. See Note 9—Equity-Based Compensation to the unaudited condensed consolidated financial statements for additional information.

Depletion, depreciation and amortization expense. DD&A expense remained relatively consistent at $190 million, or $0.61 per Mcfe, and $186 million, or $0.61 per Mcfe, for the three months ended March 31, 2024 and 2025, respectively.

Impairment of property and equipment. Impairment of oil and gas properties remained relatively consistent at $5 million for the three months ended March 31, 2024 and $6 million for the three months ended March 31, 2025. During both periods, we recognized impairments primarily related to expiring leases as well as design and initial costs related to pads we no longer plan to place into service.

Marketing Segment

Where feasible, we purchase and sell third-party natural gas and NGLs and market our excess firm transportation capacity, or engage third parties to conduct these activities on our behalf, in order to optimize the revenues from these transportation agreements. We have entered into long-term firm transportation agreements for a significant portion of our current and expected future production in order to secure guaranteed capacity to favorable markets.

Net marketing expense increased from $11 million, or $0.04 per Mcfe, for the three months ended March 31, 2024 to $17 million, or $0.06 per Mcfe, for the three months ended March 31, 2025, primarily due to higher firm transportation tariffs and pipeline maintenance between periods.

Marketing revenue. Marketing revenue decreased from $49 million for the three months ended March 31, 2024 to $26 million for the three months ended March 31, 2025, a decrease of $23 million, or 47%. This fluctuation primarily resulted from the following:

Natural gas marketing revenue decreased by $8 million between periods primarily due to lower natural gas marketing volumes.
Oil marketing revenue decreased by $14 million between periods primarily due to lower oil marketing volumes and prices. Lower oil marketing volumes accounted for a $8 million decrease in year-over-year marketing revenues (calculated as the change in year-to-year volumes times the prior year average price), and lower oil prices accounted for a $6 million decrease in year-over-year marketing revenues (calculated as the change in the year-to-year average price times current year marketing volumes).
NGLs marketing revenue decreased by $1 million between periods primarily due lower C3+ NGLs marketing volumes, partially offset by higher ethane marketing volumes and prices.

Marketing expense. Marketing expense decreased from $60 million for the three months ended March 31, 2024 to $43 million for the three months ended March 31, 2025, a decrease of $17 million, or 28%. Marketing expense includes the cost of third-party purchased natural gas, NGLs and oil as well as firm transportation costs, including costs related to current excess firm capacity. The cost of third-party natural gas, NGLs and oil purchases decreased $7 million, $1 million and $13 million between periods, respectively. The total cost of third-party commodity purchases decreased primarily due to lower marketing volumes between periods, partially offset by higher natural gas, NGLs and oil prices during the three months ended March 31, 2025. Firm transportation costs increased from $17 million for the three months ended March 31, 2024 to $21 million, an increase of $4 million or 23%, for the three months ended March 31, 2025, primarily due to the increase in firm transportation tariffs and pipeline maintenance between periods.

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Antero Midstream Segment

Antero Midstream revenue. Revenue from the Antero Midstream segment increased from $279 million for the three months ended March 31, 2024 to $291 million for the three months ended March 31, 2025, an increase of $12 million. This increase is primarily due to higher gathering and processing revenues of $11 million and higher water handling revenues of $1 million. The increased gathering and processing revenues between periods is primarily a result of increased throughput and annual CPI-based gathering and compression rate adjustments between periods. The increased water handling revenues between periods is primarily due to higher other fluid handling volumes, cost of service fees for blending and high-rate transfer services and wastewater handling costs, partially offset by decreased fresh water delivery volumes during the three months ended March 31, 2025.

Antero Midstream operating expense. Total operating expense related to the Antero Midstream segment remained relatively consistent at $113 million for the three months ended March 31, 2024 and $114 million for the three months ended March 31, 2025.

Items Not Allocated to Segments

Interest expense. Interest expense decreased from $30 million for the three months ended March 31, 2024 to $23 million for the three months ended March 31, 2025, a decrease of $7 million or 23%, primarily due to the redemption or repurchase of $116 million aggregate principal amount of our Senior Notes and the conversion of $26 million aggregate principal amount of our 2026 Convertible Notes between periods and lower average Credit Facility borrowings and interest rates during the three months ended March 31, 2025.

Income tax expense. For the three months ended March 31, 2024, we had income tax expense of $6 million, with an effective tax rate of 15%, related to our income before income taxes of $41 million. For the three months ended March 31, 2025, we had an income tax expense of $54 million, with an effective tax rate of 20%, related to our income before income taxes of $274 million. The increase in the effective tax rate between periods was primarily due to the effects of noncontrolling interests and stock compensation expense.

Capital Resources and Liquidity

Sources and Uses of Cash

Our primary sources of liquidity have been through net cash provided by operating activities, borrowings under our Credit Facility, issuances of debt and equity securities and additional contributions from our asset sales, including our drilling partnerships. Our primary use of cash has been for the exploration, development and acquisition of oil and natural gas properties. As we develop our reserves, we continually monitor what capital resources, including equity and debt financings, are available to meet our future financial obligations, planned capital expenditure activities and liquidity requirements. Our future success in developing our proved reserves and production will be highly dependent on net cash provided by operating activities and the capital resources available to us.

Based on strip prices as of March 31, 2025, we believe that net cash provided by operating activities and available borrowings under the Credit Facility will be sufficient to meet our cash requirements, including normal operating needs, debt service obligations, capital expenditures and commitments and contingencies for at least the next 12 months.

Cash Flows

The following table summarizes our cash flows (in thousands):

Three Months Ended March 31,

2024

  

2025

  

Net cash provided by operating activities

$

261,610

457,739

Net cash used in investing activities

(226,810)

(207,891)

Net cash used in financing activities

(34,800)

(249,848)

Net increase in cash and cash equivalents

$

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Operating activities. Net cash provided by operating activities was $262 million and $458 million for the three months ended March 31, 2024 and 2025, respectively. Net cash provided by operating activities increased between periods primarily due to higher natural gas and NGLs prices and lower interest expense, partially offset by changes in working capital, higher net marketing expense and lower oil revenues between periods.

Our net operating cash flows are sensitive to many variables, the most significant of which is the volatility of natural gas, NGLs and oil prices, as well as volatility in the cash flows attributable to settlement of our commodity derivatives. Prices for natural gas, NGLs and oil are primarily determined by prevailing market conditions. Regional and worldwide economic activity, weather, infrastructure capacity to reach markets, storage capacity and other variables influence the market conditions for these products. These factors are beyond our control and are difficult to predict.

Investing activities. Net cash used in investing activities decreased from $227 million for the three months ended March 31, 2024 to $208 million for the three months ended March 31, 2025, primarily due to lower well completions between periods and decreased drilling activity during the three months ended March 31, 2025.

Financing activities. Net cash used in financing activities increased from $35 million for the three months ended March 31, 2024 to $250 million for the three months ended March 31, 2025. The increase in net cash used in financing activities between periods is primarily due to Senior Note redemptions and repurchases of $118 million during the three months ended March 31, 2025, higher net repayments on our Credit Facility of $87 million, share repurchases of $10 million during the three months ended March 31, 2025 and increased payments of employee tax withholdings for the settlement of equity-based compensation awards of $7 million, partially offset by decreased distributions to the noncontrolling interests in Martica of $7 million between periods.

2025 Capital Budget and Capital Spending

On February 12, 2025, we announced a net capital budget for 2025 of $725 million to $800 million. Our budget includes: a range of $650 million to $700 million for drilling and completion and $75 million to $100 million for leasehold expenditures. We do not budget for acquisitions. During 2025, we plan to complete 60 to 65 net horizontal wells in the Appalachian Basin. We periodically review our capital expenditures and adjust our budget and its allocation based on liquidity, drilling results, leasehold acquisition opportunities and commodity prices.

For the three months ended March 31, 2025, our total consolidated capital expenditures were $188 million, including drilling and completion costs of $157 million, leasehold acquisitions of $30 million and other capital expenditures of $1 million.

Debt Agreements

See Note 7—Long Term Debt to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q and to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the 2024 Form 10-K for information on our debt agreements.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with GAAP. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been included in Note 2—Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements. The preparation of our unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent liabilities. Accounting estimates and assumptions are considered to be critical if there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the reported amounts in our unaudited condensed consolidated financial statements that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of our unaudited condensed consolidated financial statements. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the 2024 Form 10-K for information on our critical accounting estimates.

We evaluate the carrying amount of our 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

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recoverable. If the carrying amount of our proved properties exceeds the estimated undiscounted future net cash flows (measured using futures prices at the balance sheet date), we further evaluate our proved properties and record an impairment charge if the carrying amount of our proved properties exceeds the estimated fair value of the properties.

Based on future prices as of March 31, 2025, the estimated undiscounted future net cash flows exceeded the carrying amount and no further evaluation was required. We have not recorded any impairment expenses associated with our proved properties during the three months ended March 31, 2024 and 2025.

We believe that the estimates and assumptions related to our undiscounted future net cash flows and the fair value of our proved properties are critical because different natural gas, NGLs and oil pricing, cost assumptions or discount rates, as applicable, may affect the recognition, timing and amount of an impairment and, if changed, could have a material effect on the Company's financial position and results of operations.

New Accounting Pronouncements

See Note 2—Summary of Significant Accounting Policies to the unaudited condensed consolidated financial statements for information on new accounting pronouncements.

Off-Balance Sheet Arrangements

See Note 13—Commitments to the unaudited condensed consolidated financial statements for information on off balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risk. The term “market risk” refers to the risk of loss arising from adverse changes in natural gas, NGLs and oil prices, as well as interest rates. These disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.

Commodity Hedging Activities

Our primary market risk exposure is in the price we receive for our natural gas, NGLs and oil production. Pricing is primarily driven by spot regional market prices applicable to our U.S. natural gas production and the prevailing worldwide price for oil. Pricing for natural gas, NGLs and oil has, historically, been volatile and unpredictable, and we expect this volatility to continue in the future. The prices we receive for our production depend on many factors outside of our control, including volatility in the differences between commodity prices at sales points and the applicable index price.

We may enter into financial derivative instruments for a portion of our natural gas, NGLs and oil production when circumstances warrant and management believes that favorable future prices can be secured in order to mitigate some of the potential negative impact on our cash flows caused by changes in commodity prices. Due to our improved liquidity and leverage position as compared to historical levels, the percentage of our expected production that we hedge has decreased. For the three months ended March 31, 2024 and 2025, substantially all of our production was unhedged.

Our financial hedging activities may include commodity derivative instruments that are intended to support natural gas, NGLs and oil prices at targeted levels and to manage our exposure to price risk associated with our production. These contracts may include commodity price swaps whereby we will receive a fixed price and pay a variable market price to the contract counterparty, collars that set a floor and ceiling price for the hedged production, basis differential swaps or call or embedded put options, among others. These contracts are financial instruments and do not require or allow for physical delivery of the hedged commodity. As of March 31, 2025, our commodity derivatives included fixed swaps, collars, call options and embedded put options at index-based pricing for a nominal portion of our production. See Note 11—Derivative Instruments to our unaudited condensed consolidated financial statements for additional information.

Based on our production and our derivative instruments that settled during the three months ended March 31, 2025, our revenues would have decreased by $37 million for each $0.10 decrease per MMBtu in natural gas prices and $1.00 decrease per Bbl in oil and NGLs prices, excluding the effects of changes in the fair value of our derivative positions which remain open as of March 31, 2025.

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All derivative instruments, other than those that meet the normal purchase and normal sale scope exception or other derivative scope exceptions, are recorded at fair market value in accordance with GAAP and are included in our consolidated balance sheets as assets or liabilities. The fair values of our derivative instruments are adjusted for non-performance risk. Because we do not designate these derivatives as accounting hedges, they do not receive hedge accounting treatment; therefore, all mark to market gains or losses, as well as cash receipts or payments on settled derivative instruments, are recognized in our statements of operations and comprehensive income. We present total gains or losses on commodity derivatives (for both settled derivatives and derivative positions which remain open) within operating revenues as commodity derivative fair value gains (losses) in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

Mark-to-market adjustments of derivative instruments cause earnings volatility but have no cash flow impact relative to changes in market prices until the derivative contracts are settled or monetized prior to settlement. We expect continued volatility in the fair value of our derivative instruments. Our cash flows are impacted when the associated derivative contracts are settled or monetized by making or receiving payments to or from the counterparty. As of December 31, 2024 and March 31, 2025, the estimated fair value of our commodity derivative instruments was a net liability of $47 million and $107 million, respectively, comprised of current and noncurrent assets and liabilities.

Counterparty and Customer Credit Risk

Our principal exposures to credit risk are through receivables resulting from the following: the sale of our natural gas, NGLs and oil production ($513 million as of March 31, 2025), which we market to energy companies, end users and refineries, and commodity derivative contracts ($1 million as of March 31, 2025).

We are subject to credit risk due to the concentration of our receivables from several significant customers for sales of natural gas, NGLs and oil. While we do at times require customers to post letters of credit or other credit support in connection with their obligations, we generally do not require our customers to post collateral. The inability or failure of our significant customers to meet their obligations to us, or their insolvency or liquidation, may adversely affect our financial results.

In addition, we are exposed to the credit risk of our counterparties for our derivative instruments. Credit risk is the potential failure of a counterparty to perform under the terms of a derivative contract. When the fair value of a derivative contract is positive, the counterparty is expected to owe us, which creates credit risk. To minimize the credit risk in derivative instruments, it is our policy to enter into derivative contracts only with counterparties that are creditworthy financial institutions that management deems to be competent and competitive market makers. The creditworthiness of our counterparties is subject to periodic review. As of March 31, 2025, we have commodity hedges in place with five different counterparties, four of which are lenders under the Unsecured Credit Facility. As of March 31, 2025, we did not have any commodity derivative assets with bank counterparties under our Unsecured Credit Facility. The estimated fair value of our commodity derivative assets has been risk-adjusted using a discount rate based upon the counterparties’ respective published credit default swap rates (if available, or if not available, a discount rate based on the applicable Reuters bond rating) as of March 31, 2025. We believe that all of the counterparties to our derivative instruments are acceptable credit risks as of March 31, 2025. We are not required to provide credit support or collateral to any of our counterparties under our derivative contracts, nor are they required to provide credit support to us. As of March 31, 2025, we did not have any past-due receivables from, or payables to, any of the counterparties to our derivative contracts.

Interest Rate Risks

Our primary exposure to interest rate risk results from outstanding borrowings under the Credit Facility, which has a floating interest rate. The average annualized interest rate incurred on the Credit Facility for borrowings during the three months ended March 31, 2025 was 6.0%. We estimate that a 1.0% increase in the applicable average interest rates for the three months ended March 31, 2025 would have resulted in an estimated $1 million increase in interest expense.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures and is recorded,

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processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2025 at a level of reasonable assurance.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The information required by this item is included in Note 14—Contingencies to our unaudited condensed consolidated financial statements and is incorporated herein.

Item 1A. Risk Factors

We are subject to certain risks and hazards due to the nature of the business activities we conduct. For a discussion of these risks, see “Item 1A.  Risk Factors” in the 2024 Form 10-K. There have been no material changes to the risks described in such report. We may experience additional risks and uncertainties not currently known to us. Furthermore, as a result of developments occurring in the future, conditions that we currently deem to be immaterial may also materially and adversely affect us.

Item 2. Unregistered Sales of Equity Securities

Issuer Purchases of Equity Securities

The following table sets forth our share purchase activity for each period presented:

Total Number

Approximate

of Shares

Dollar Value

Repurchased

of Shares

as Part of

that May

Total Number

Publicly

Yet be Purchased

of Shares

Average Price

Announced

Under the Plan (2)

Period

  

Purchased (1)

Paid Per Share

  

Plans

  

($ in thousands)

January 1, 2025 - January 31, 2025

1,835

$

40.23

$

1,050,901

February 1, 2025 - February 28, 2025

120,142

37.35

1,050,901

March 1, 2025 - March 31, 2025

629,357

34.69

280,448

1,040,807

Total

751,334

$

35.13

280,448

(1)The total number of shares purchased includes shares of our common stock transferred to us in order to satisfy tax withholding obligations incurred upon the vesting of equity-based awards held by our employees.
(2)On February 15, 2022, our Board of Directors authorized a share repurchase program to opportunistically repurchase up to $1.0 billion of shares of our outstanding common stock. On October 25, 2022, our Board of Directors authorized a $1.0 billion increase to our share repurchase program to allow us to repurchase up to an aggregate of $2.0 billion of our outstanding common stock.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit
Number

Description of Exhibit

3.1

Amended and Restated Certificate of Incorporation of Antero Resources Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on October 17, 2013).

3.2

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Antero Resources Corporation, dated June 8, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on June 8, 2023).

3.3

Second Amended and Restated Bylaws of Antero Resources Corporation, dated February 14, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 10-K (Commission File No. 001-36120) filed on February 15, 2023).

10.1*

Form of Performance Share Unit Grant Notice and Performance Share Unit Agreement under the Amended and Restated Antero Resources Corporation 2020 Long-Term Incentive Plan.

31.1*

Certification of the Company’s Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 7241).

31.2*

Certification of the Company’s Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 7241).

32.1*

Certification of the Company’s Chief Executive Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 1350).

32.2*

Certification of the Company’s Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 1350).

101*

The following financial information from this Quarterly Report on Form 10-Q of Antero Resources Corporation for the quarter ended March 31, 2025 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income, (iii) Condensed Consolidated Statements of Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

The exhibits marked with the asterisk symbol (*) are filed or furnished with this Quarterly Report on Form 10-Q.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ANTERO RESOURCES CORPORATION

By:

/s/ MICHAEL N. KENNEDY

Michael N. Kennedy

Chief Financial Officer and Senior Vice President Finance

Date:

April 30, 2025

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