ANTERO RESOURCES Corp — Director's Dealing 2024

Mar 11, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ANTERO RESOURCES Corp (AR)
CIK: 0001433270
Period of Report: 2024-03-07

Reporting Person: Kennedy Michael N. (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-07	Common stock, par value $0.01 per share	A	80014	$0.00	Acquired	1106921	Direct
2024-03-07	Common stock, par value $0.01 per share	F	12142	$26.48	Disposed	1094779	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-07	Performance Share Units	$	A	40007	Acquired		Common stock, par value $0.01 per share (40007)	Direct

Footnotes

F1: Reflects the grant of restricted stock units ("RSUs") pursuant to the Antero Resources Corporation 2020 Long-Term Incentive Plan (the "Plan") which vest as to 1/3 of the total amount granted on each of the first three anniversaries of March 7, 2024, generally subject to continued employment through each vesting date.

F2: Includes 252,383 shares of common stock ("Common Stock") of Antero Resources Corporation (the "Issuer") subject to previously granted RSU awards and 87,734 shares of Common Stock subject to performance share units ("PSUs") in respect of which performance has been certified, in each case, that remain subject to service-based vesting.

F3: In connection with the vesting and settlement of RSUs through the issuance of Common Stock pursuant to the Plan, the Issuer withheld Common Stock that would otherwise have 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 March 7, 2024.

F4: Includes 224,777 shares of Common Stock subject to previously granted RSU awards and 87,734 shares of Common Stock subject to PSUs in respect of which performance has been certified, in each case, that remain subject to service-based vesting.

F5: Each PSU represents a contingent right to receive one share of Common Stock.

F6: Vesting of the PSUs granted on March 7, 2024 is contingent upon the achievement of a performance and service requirement. The performance component measures absolute total shareholder return over each of four performance periods: Performance Period One beginning on March 7, 2024 and ending on March 7, 2025, Performance Period Two beginning on March 7, 2025 and ending on March 7, 2026, Performance Period Three beginning on March 7, 2026 and ending on March 7, 2027, and Performance Period Four beginning on March 7, 2024 and ending on March 7, 2027.

F7: The performance component for one quarter of the PSUs is determined following the completion of each respective performance period. Depending on the level of achievement of such goals, the actual number of PSUs earned could range from 0% to 200% of the target number of PSUs shown in column 5. Irrespective of the performance achieved during each performance period, the PSUs generally will not vest unless the Reporting Person also remains continuously employed from the grant date through March 7, 2027.