ANTERO RESOURCES Corp — Director's Dealing 2024

May 16, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANTERO RESOURCES Corp (AR)
CIK: 0001433270
Period of Report: 2024-05-14

Reporting Person: Kennedy Michael N. (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-05-14	Common stock, par value $0.01 per share	M	26260	—	Acquired	1058511	Direct
2024-05-14	Common stock, par value $0.01 per share	F	17325	$33.97	Disposed	1041186	Direct
2024-05-14	Common stock, par value $0.01 per share	M	11516	—	Acquired	1052702	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-05-14	Performance Share Unit	$	M	26260	Disposed		Common stock, par value $0.01 per share (26260)	Direct
2024-05-14	Performance Share Unit	$	M	11516	Disposed		Common stock, par value $0.01 per share (11516)	Direct

Footnotes

F1: On May 14, 2024, the Compensation Committee (the "Compensation Committee") of Antero Resources Corp. (the "Issuer") certified the Issuer's absolute total shareholder return ("TSR") performance over the third performance period, which ran from April 15, 2023 through April 15, 2024, at the maximum level, resulting in 25% of the performance share units ("PSUs") originally granted on April 15, 2021 that vest based on absolute TSR becoming earned at 200% of the target amount granted over such third performance period.

F2: On May 14, 2024, the Compensation Committee also certified the Issuer's absolute TSR performance over the fourth performance period, which ran from April 15, 2021 through April 15, 2024, at the maximum level, resulting in 25% of the PSUs originally granted on April 15, 2021 that vest based on absolute TSR becoming earned at 200% of the target amount granted over such fourth performance period. The service-based vesting requirements applicable to the PSUs originally granted on April 15, 2021 that vest based on absolute TSR were satisfied as of April 15, 2024.

F3: Includes 196,294 shares of common stock of the Issuer ("Common Stock") subject to previously granted restricted stock unit awards ("RSUs") and 74,604 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.

F4: In connection with the vesting and settlement of the PSUs originally granted on April 15, 2021 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 14, 2024.

F5: On May 14, 2024, the Compensation Committee certified the Issuer's absolute TSR over the second performance period, which ran from April 15, 2023 through April 15, 2024, at the maximum level, resulting in 25% of the PSUs originally granted on April 15, 2022 that vest based on the Issuer's absolute TSR becoming earned at 200% of the target amount granted. These PSUs remain outstanding and subject to service-based vesting requirements until April 15, 2025.

F6: Includes 196,294 shares of Common Stock subject to previously granted RSUs and 86,120 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.