Form 4: Antero Resources CFO Michael Kennedy Reports Changes in Beneficial Ownership Following PSU Vesting

Michael Kennedy, CFO of Antero Resources, reports changes in beneficial ownership due to the vesting of performance share units (PSUs) and related tax withholding.

Summary

• On February 25, 2025, Antero Resources' Compensation Committee certified the company's net debt to adjusted EBITDAX multiple for the performance period from January 1, 2024, to December 31, 2024.
• The certification resulted in 33% of the PSUs granted on April 15, 2022, vesting at 180.53% of the target amount.
• The service-based vesting requirements for these PSUs were met as of December 31, 2024.
• The company withheld shares to cover tax obligations related to the vesting of these PSUs, based on the closing price of the common stock on February 25, 2025, at $37.35.
• Kennedy also acquired additional shares of common stock due to the vesting of PSUs.
• On February 28, 2024, the Compensation Committee certified the Issuer's absolute total stockholder return ('TSR') performance over the second performance period, which ran from January 1, 2024 through December 31, 2024, at maximum performance, resulting in 50% of the PSUs originally granted on October 19, 2022 that vest based on absolute TSR over such second performance period becoming earned.
• Following these transactions, Kennedy directly owns 1,115,630 shares of Antero Resources common stock.
• These holdings include shares subject to previously granted restricted stock units (RSUs) and PSUs that remain subject to service-based vesting.

Sentiment

Score: 7

Explanation: The document reflects standard executive compensation practices and achievement of performance targets, suggesting a neutral to slightly positive sentiment.

Positives

• The vesting of PSUs indicates that Antero Resources achieved certain performance targets related to net debt to adjusted EBITDAX multiple.
• The certification of the Issuer's absolute total stockholder return ('TSR') performance over the second performance period, which ran from January 1, 2024 through December 31, 2024, at maximum performance, resulting in 50% of the PSUs originally granted on October 19, 2022 that vest based on absolute TSR over such second performance period becoming earned.

Future Outlook

The document does not contain specific forward-looking statements, but it implies continued vesting of RSUs and PSUs based on service requirements until December 31, 2025.

Industry Context

This filing is a routine disclosure related to executive compensation and is common in the oil and gas industry, where equity-based compensation is frequently used to align management incentives with shareholder value.

Comparison to Industry Standards

• Equity compensation, including RSUs and PSUs, is a standard practice among publicly traded oil and gas companies like Antero Resources.
• Companies such as EQT Corporation, Southwestern Energy, and Range Resources also utilize similar compensation structures to incentivize executives based on performance metrics like debt reduction and shareholder return.
• The specific performance targets and vesting schedules vary by company, but the overall goal is to align management's interests with those of shareholders.

Stakeholder Impact

• Shareholders may view the vesting of PSUs positively, as it indicates the achievement of performance targets related to debt reduction and shareholder return.
• Employees holding RSUs and PSUs are impacted by the vesting schedules and performance metrics.

Next Steps

• Continued monitoring of service-based vesting requirements for outstanding RSUs and PSUs until December 31, 2025.

Key Dates