ANTERO RESOURCES Corp — Director's Dealing 2023

May 11, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANTERO RESOURCES Corp (AR)
CIK: 0001433270
Period of Report: 2023-05-09

Reporting Person: RADY PAUL M (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-09	Common stock, par value $0.01 per share	M	62812	—	Acquired	11286680	Direct
2023-05-09	Common stock, par value $0.01 per share	A	85843	—	Acquired	11372523	Direct
2023-05-09	Common stock, par value $0.01 per share	F	175879	$21.10	Disposed	11196644	Direct
2023-05-09	Common stock, par value $0.01 per share	A	78782	—	Acquired	11275426	Direct
2023-05-09	Common stock, par value $0.01 per share	A	44880	—	Acquired	11320306	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-09	Performance Share Units	$	M	62812	Disposed		Common stock, par value $0.01 per share (62812)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock, par value $0.01 per share	5284264	Indirect

Footnotes

F1: On May 9, 2023, the Compensation Committee of Antero Resources Corp. (the "Issuer") certified the Issuer's absolute total shareholder return ("TSR") performance over the fourth performance period, which ran from July 15, 2020 through April 15, 2023, at the maximum level, resulting in 25% of the performance share units ("PSUs") originally granted on July 15, 2020 that vest based on absolute TSR becoming earned at 150% of the target amount granted. On May 9, 2023, the Compensation Committee also certified the Issuer's absolute TSR performance over the third performance period, which ran from April 15, 2022 through April 15, 2023, at below the threshold level, resulting in 0% of the PSUs originally granted on July 15, 2020 that vest based on absolute TSR over such third performance period becoming earned. The service-based vesting requirements applicable to the PSUs originally granted on July 15, 2020 that vest based on absolute TSR were satisfied as of April 15, 2023.

F2: Includes 627,142 shares of common stock of the Issuer ("Common Stock") subject to previously granted restricted stock unit awards ("RSUs") and 389,114 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.

F3: On May 9, 2023, the Compensation Committee certified the Issuer's relative TSR performance over the third performance period, which ran from April 15, 2022 through April 15, 2023, at between the threshold and target performance levels, resulting in 25% of the PSUs originally granted on July 15, 2020 that vest based on relative TSR becoming earned at 55% of the target amount granted. On May 9, 2023, the Compensation Committee also certified the Issuer's relative TSR performance over the fourth performance period, which ran from July 15, 2020 through April 15, 2023, at the maximum level, resulting in 25% of the PSUs originally granted on July 15, 2020 that vest based on relative TSR becoming earned at 150% of the target amount granted. The service-based vesting requirements applicable to the PSUs originally granted on July 15, 2020 that vest based on relative TSR were satisfied as of April 15, 2023.

F4: In connection with the vesting and settlement of the PSUs originally granted on July 15, 2020 through the issuance of Common Stock pursuant to the 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 May 9, 2023.

F5: On May 9, 2023, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the second performance period, which ran from January 1, 2022 through December 31, 2022, at the maximum level, resulting in 33% of the PSUs originally granted on April 15, 2021 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, 2023.

F6: Includes 627,142 shares of Common Stock subject to previously granted RSUs and 467,896 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.

F7: On May 9, 2023, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the first performance period, which ran from January 1, 2022 through December 31, 2022, at the maximum level, resulting in 33% of the PSUs originally granted on April 15, 2022 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, 2024.

F8: Includes 627,142 shares of Common Stock subject to previously granted RSUs and 512,776 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.

F9: Includes 2,822,552 shares of Common Stock held by Salisbury Investment Holdings LLC ("Salisbury") and 2,461,712 shares of Common Stock held by Mockingbird Investments LLC ("Mockingbird"). The Reporting Person owns a 95% limited liability company interest in Salisbury and his spouse owns the remaining 5%. The Reporting Person owns a 13.1874% limited liability company interest in Mockingbird and two trusts under his control own the remaining 86.8126%. The Reporting Person disclaims beneficial ownership of all shares of Common Stock held by Salisbury and Mockingbird except to the extent of his pecuniary interest therein.

F10: Each PSU represented a contingent right to receive one share of Common Stock.