v3.26.1
Equity-Based Compensation
6 Months Ended
Jun. 30, 2026
Equity-Based Compensation  
Equity-Based Compensation

(11) Equity-Based Compensation

(a)

Summary of Equity-Based Compensation

The Company’s equity-based compensation includes costs related to its long term incentive plans. Antero Midstream’s equity-based compensation expense is included in general and administrative expenses, and recorded as a credit to additional paid-in capital.

On June 5, 2024, the Company’s stockholders approved the Amended and Restated Antero Midstream Corporation Long Term Incentive Plan (the “AM LTIP”). The AM LTIP provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), dividend equivalents, other stock-based awards, cash awards and substitute awards. The terms and conditions of the awards granted are established by the compensation committee of the Board. As of June 30, 2026, a total of 14,470,348 shares were available for future grant under the AM LTIP.

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

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

2025

2026

2025

2026

Restricted stock units

$

8,518

8,148

17,745

15,893

Performance share units

2,604

2,366

5,505

4,886

Equity awards issued to directors

285

314

559

628

Total expense

$

11,407

10,828

23,809

21,407

(b)

Restricted Stock Unit Awards

A summary of the RSU awards activity is as follows:

Weighted Average

Number

Grant Date

  ​ ​ ​

of Units

  ​ ​ ​

Fair Value

Total awarded and unvested—December 31, 2025

4,487,368

$

14.20

Granted

1,514,696

22.97

Vested

(2,370,747)

13.16

Forfeited

(32,815)

16.59

Total awarded and unvested—June 30, 2026

3,598,502

$

18.56

As of June 30, 2026, unamortized equity-based compensation expense of $56 million related to the unvested RSUs is expected to be recognized over a weighted average period of 2.1 years.

(c)

Performance Share Unit Awards

Performance Share Unit Awards Based on Return on Invested Capital

In March 2026, the Company granted PSUs to certain of its executive officers that vest based on the Company’s actual ROIC (as defined in the award agreement) over a three-year period concluding on December 31, 2028 as compared to a targeted ROIC (“2026 ROIC PSUs”). The number of shares of the Company’s common stock that can be earned with respect to the 2026 ROIC PSUs ranges from zero to 200% of the target number of 2026 ROIC PSUs originally granted. The grant date fair value of these awards was based on the closing price of the Company’s common stock on the date of the grant, assuming target achievement of the performance condition. Expense related to the 2026 ROIC PSUs is recognized based on the number of shares of the Company’s common stock that are expected to be issued at the end of the measurement period, and such expense is reversed if the likelihood of achieving the performance condition decreases. The likelihood of achieving the performance conditions related to 2026 ROIC PSU awards was probable as of June 30, 2026.

Summary Information for Performance Share Unit Awards

A summary of the PSU awards activity is as follows:

Weighted Average

Number

Grant Date

  ​ ​ ​

of Units

  ​ ​ ​

Fair Value

Total awarded and unvested—December 31, 2025

1,162,432

$

12.96

Granted

163,255

22.97

Vested (1)

(512,166)

10.58

Total awarded and unvested—June 30, 2026

813,521

$

16.47

(1)During the six months ended June 30, 2026, the PSUs granted in 2023 based on a ROIC performance criteria achieved vesting at 200% of the target amounts and converted into one million shares.

As of June 30, 2026, unamortized equity-based compensation expense of $14 million related to the unvested PSUs is expected to be recognized over a weighted average period of 1.9 years.