02/26/2026 | Press release | Distributed by Public on 02/26/2026 20:37
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common stock, par value $0.01 per share | (8)(9) | 02/25/2026 | M | 5,937 | (8)(9) | (8)(9) | Common stock, par value $0.01 per share | 5,937 | (8)(9) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Schultz Yvette K 1615 WYNKOOP STREET DENVER, CO 80202 |
See Remarks | |||
| /s/ Yvette K. Schultz | 02/26/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On February 25, 2026, the Compensation Committee (the "Compensation Committee") of Antero Resources Corp. (the "Issuer") certified the Issuer's net debt to adjusted EBITDAX multiple over the third and final performance period, which ran from January 1, 2025 through December 31, 2025, at maximum performance levels, resulting in 33% of the performance share units ("PSUs") originally granted on October 19, 2022 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. The service-based vesting requirements applicable to the PSUs originally granted on October 19, 2022 that vest based on the Issuer's net debt to adjusted EBITDAX multiple were satisfied as of December 31, 2025. |
| (2) | Includes 88,272 shares of common stock of the Issuer ("Common Stock") subject to previously granted restricted stock unit awards ("RSUs") and 81,007 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting. |
| (3) | On February 25, 2026, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the third and final performance period, which ran from January 1, 2025 through December 31, 2025, at maximum performance levels, resulting in 33% of the PSUs originally granted on March 7, 2023 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. The service-based vesting requirements applicable to the PSUs originally granted on March 7, 2023 that vest based on the Issuer's net debt to adjusted EBITDAX multiple were satisfied as of December 31, 2025. |
| (4) | Includes 88,272 shares of Common Stock subject to previously granted RSUs and 48,944 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting. |
| (5) | On February 25, 2026, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the second performance period, which ran from January 1, 2025 through December 31, 2025, at maximum performance levels, resulting in 33% of the PSUs originally granted on March 7, 2024 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. These PSUs remain outstanding and subject to service-based vesting requirements until December 31, 2026. |
| (6) | Includes 88,272 shares of Common Stock subject to previously granted RSUs and 65,226 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting. |
| (7) | On February 25, 2026, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the first performance period, which ran from January 1, 2025 through December 31, 2025, at maximum performance levels, resulting in 33% of the PSUs originally granted on March 7, 2025 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. The service-based vesting requirements applicable to the aforementioned tranche of PSUs originally granted on March 7, 2025 that vest based on the Issuer's net debt to adjusted EBITDAX multiple were satisfied as of December 31, 2025. |
| (8) | On February 25, 2026, the Compensation Committee certified the Issuer's absolute total stockholder return ("TSR") performance over the third performance period, which ran from January 1, 2025 through December 31, 2025, resulting in 25% of the PSUs originally granted on October 19, 2022 that vest based on absolute TSR over such third performance period becoming earned at 99.2% of the target amount granted over such third performance period. |
| (9) | On February 25, 2026, the Compensation Committee certified the Issuer's absolute total stockholder return TSR performance over the fourth and final performance period, which ran from January 1, 2023 through December 31, 2025, resulting in 25% of the PSUs originally granted on October 19, 2022 that vest based on absolute TSR over such fourth performance period becoming earned at 27.13% of the target amount granted over such fourth performance period. |
| (10) | Includes 88,272 shares of Common Stock subject to previously granted RSUs and 55,828 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting. |
| (11) | In connection with the vesting and settlement of the PSUs originally granted on October 19, 2022; March 7, 2023; and March 7, 2025 through the issuance of Common Stock pursuant to the Amended and Restated Antero Resources Corporation 2020 Long-Term Incentive Plan, the Issuer withheld Common Stock that would have otherwise been issued to the Reporting Person to satisfy their tax withholding obligations. The number of shares of Common Stock withheld was determined based on the closing price per share of Common Stock on February 25, 2026. |
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Remarks: Senior Vice President - Legal, Chief Compliance Officer, General Counsel and Corporate Secretary |
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