Transactions

9 Months Ended

Sep. 30, 2026

Transactions

(3) Transactions

(a)	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 participated in and funded 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 received a 15% working interest in such wells and funded 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 entered into an assignment, bill of sale and conveyance pursuant to which the third-party was conveyed a proportionate working interest percentage in such well, which conveyances are not 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 term of the 2025 Drilling Partnership.

(b)	HG Acquisition

On December 5, 2025, the Company entered into a definitive agreement to acquire 100% of the issued and outstanding equity interests of HG Energy II Production Holdings, LLC (“HG Production”) for total cash consideration of $2.8 billion (the “HG Acquisition”), subject to the terms and conditions thereof. The HG Acquisition included approximately 385,000 net acres in the core of the Marcellus Shale in West Virginia. On December 8, 2025, the Company deposited $210 million into escrow that was credited towards the cash consideration payable at the closing of the HG Acquisition, which was classified as restricted cash on the Company’s consolidated balance sheet as of December 31, 2025. This acquisition closed on February 3, 2026 (the “Closing Date”), with an effective date of January 1, 2026. In light of the nature and location of the assets and operations acquired in the HG Acquisition, the Company and Antero Midstream agreed in principle to certain updates to, and intend to modify, their existing commercial arrangements to provide for well pad compression with respect to certain wells and to provide certain water services. See Note 15—Related Parties for additional information.

The HG Acquisition has been accounted for using the acquisition method of accounting, with the Company identified as the acquirer of HG Production. The Company is still completing its analysis of the final purchase price allocation. Adjustments to the preliminary purchase price allocation recorded during the three and nine months ended September 30, 2026 primarily relate to additional information obtained by the Company between the Closing Date and September 30, 2026 about facts and circumstances that existed on the Closing Date, including the completion of the post-closing settlement statement and analysis of income taxes, among others. The Company expects to complete the purchase price allocation during the 12-month period following the Closing Date. The table below summarizes the preliminary purchase price and estimated fair values of assets acquired and liabilities assumed as of the Closing Date. See Note 10—Fair Value Measurement for additional information on the fair value assumptions and hierarchy used in the HG Acquisition preliminary purchase price allocation.


		As Originally
(in thousands)		Reported			Adjustments			As Adjusted
Cash consideration		$	2,804,466			(1,203)			2,803,263

Fair value of assets acquired:
Cash			69			—			69
Accounts receivable			2,635			—			2,635
Accrued revenue			114,755			(1,386)			113,369
Unproved properties			318,535			(26,874)			291,661
Proved properties			2,648,067			(62,021)			2,586,046
Other property and equipment			1,114			—			1,114
Operating lease right-of-use asset			96,002			—			96,002
Derivative instruments			10,082			—			10,082
Total assets acquired		$	3,191,259			(90,281)			3,100,978

Fair value of liabilities assumed:
Accounts payable		$	389			—			389
Accounts payable, related parties			16,671			—			16,671
Accrued liabilities			60,165			1,524			61,689
Revenue distributions payable			27,961			205			28,166
Operating lease liability			96,002			—			96,002
Derivative instruments			90,001			—			90,001
Deferred income tax liability ⁽¹⁾			90,807			(90,807)			—
Other liabilities			4,797			—			4,797
Total liabilities assumed		$	386,793			(89,078)			297,715

(1)	Upon completion of the Company’s analysis over income taxes, it was determined that at the Closing Date there were no deferred taxes to be recorded as part of this purchase price allocation.

The Company’s financial statements include $1 million and $25 million of acquisition-related costs associated with the HG Acquisition during the three and nine months ended September 30, 2026, respectively, which are recorded in transaction expense in the unaudited condensed consolidated statements of operations and comprehensive income.

The following table summarizes amounts contributed by the assets acquired in the HG Acquisition to the Company’s unaudited condensed consolidated results of operations and comprehensive income upon transaction closing on the Closing Date (in thousands):


		February 3, 2026
		through September 30, 2026
Natural gas sales		$	471,217
Natural gas liquids sales			100,576
Oil sales			20,660
Commodity derivative fair value gains			208,550
Total revenue			801,003

Net income and comprehensive income including noncontrolling interests ⁽¹⁾			323,815
Less: net income and comprehensive income attributable to noncontrolling interests			—
Net income and comprehensive income attributable to Antero Resources Corporation ⁽¹⁾		$	323,815

(1)	Amounts include transaction expense of $25 million related to the HG Acquisition recognized during the nine months ended September 30, 2026.

The table below summarizes the Company's results as though the HG Acquisition had been completed on January 1, 2025 (in thousands, except per share data). Certain historical amounts were reclassified to conform to the Company's current financial presentation in the statements of operations and comprehensive income. Such unaudited pro forma information is provided for informational purposes only and does not represent what consolidated results of operations would have been had the HG Acquisition occurred on January 1, 2025 nor are they indicative of future consolidated results of operations.


		Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)		2025			2026			2025			2026
Pro forma revenue and other:
Natural gas sales		$	768,459			702,721			2,625,724			2,807,352
Natural gas liquids sales			488,296			579,842			1,556,587			1,680,108
Oil sales			33,291			44,698			118,414			152,147
Commodity derivative fair value gains			77,765			188,567			6,797			240,459
Marketing			34,902			40,102			94,203			137,829
Amortization of deferred revenue, VPP			6,368			5,924			18,896			17,579
Other revenue and income			2,257			983			6,827			3,786
Pro forma total revenue			1,411,338			1,562,837			4,427,448			5,039,260

Pro forma net income and comprehensive income including noncontrolling interests			129,865			367,140			563,951			1,153,232
Less: pro forma net income and comprehensive income attributable to noncontrolling interests			9,431			—			30,914			20,757
Pro forma net income and comprehensive income attributable to Antero Resources Corporation		$	120,434			367,140			533,037			1,132,475

Pro forma net income per common share—basic		$	0.39			1.19			1.72			3.67
Pro forma net income per common share—diluted		$	0.39			1.19			1.70			3.65

(c)	Utica Shale Divestiture

On December 5, 2025, the Company entered into a purchase and sale agreement with two third-party buyers (collectively, the “Buyer Parties”) to sell the Company’s Utica Shale oil and gas assets (the “Utica Shale Properties”) for aggregate cash consideration of $800 million before closing adjustments, subject to the terms and conditions thereof (the “Utica Shale Divestiture”). The Utica Shale Properties included approximately 80,000 gross (70,000 net) acres located in Ohio and proved reserves of approximately 600 Bcfe as of December 31, 2025. The Utica Shale Divestiture closed on February 23, 2026, with an effective date of July 1, 2025.

The Utica Shale Properties and its associated assets and liabilities were classified as held for sale as of December 31, 2025 on the Company’s consolidated balance sheet, which relate to the Company’s exploration and production reportable segment. The Utica Shale Divestiture does not qualify as a discontinued operation under FASB ASC Topic 205, Presentation of Financial Statements, as it does not represent a strategic shift that will have a major effect on the Company's operations or financial results.

The cash consideration received for the Utica Shale Divestiture less costs to sell of approximately $755 million, which includes certain contingent amounts released from escrow during the nine months ended September 30, 2026, was greater than the carrying value of the Utica Shale Properties net assets as of February 23, 2026. Accordingly, the Company recorded a gain on sale of assets of $1 million and $62 million during the three and nine months ended September 30, 2026, respectively, in its unaudited condensed consolidated statements of operations and comprehensive income. In addition, for U.S. federal (and applicable state and local) income tax purposes the Utica Shale Divestiture comprised part of a like-kind exchange transaction with certain assets acquired in the HG Acquisition used as like-kind replacement property pursuant to Section 1031 of the U.S. Internal Revenue Code of 1986, as amended, the Treasury regulations promulgated thereunder, and IRS Revenue Procedure 2000-37, 2000-2 C.B. 308 (as modified by IRS Revenue Procedure 2004-51, 2004-2 C.B. 294).

The following table sets forth the carrying value of the Utica Shale Properties’ assets and liabilities held for sale as of December 31, 2025 (in thousands):


		December 31, 2025
Current assets:
Accounts receivable		$	782
Accrued revenue			19,399
Other current assets			88
Long-term assets:
Unproved properties			27,720
Proved properties			1,045,145
Gathering systems and facilities			5,802
Other property and equipment			581
Less accumulated depletion, depreciation and amortization			(369,995)
Property and equipment, net			709,253
Operating leases right-of-use assets ⁽¹⁾			44,825
Other assets			659
Total assets		$	775,006

Current liabilities:
Accounts payable		$	2,118
Accounts payable, related parties			4,600
Accrued liabilities			17,650
Revenue distributions payable			17,130
Short-term lease liabilities			20,812
Long-term liabilities:
Long-term lease liabilities			24,210
Other liabilities			15,579
Total liabilities		$	102,099

(1)	Substantially all of these operating leases right-of-use-assets relate to a gas gathering line and compressor stations with Antero Midstream. See Note 12— Leases to the unaudited condensed consolidated financial statements for additional information.

(d)	Asset Acquisitions

During the three months ended September 30, 2026, the Company acquired additional working and royalty interests in Antero’s core operating area for a total of approximately $315 million, before closing adjustments. The Company accounted for these transactions as asset acquisitions and as such, substantially all of the cash consideration was allocated to proved properties in the unaudited condensed consolidated balance sheet. The Company also acquired certain natural gas and NGLs commodity derivative fixed price swap contracts as part of these asset acquisitions. See Note 11—Derivative Instruments to the unaudited condensed consolidated financial statements for additional information.