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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
February 23, 2026
ANTERO RESOURCES CORPORATION
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-36120 |
|
80-0162034 |
(State or Other
Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
1615 Wynkoop Street
Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)
Registrant’s
Telephone Number, Including Area Code (303)
357-7310
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class on which registered | |
Trading
symbol(s) | |
Name
of each exchange |
| Common Stock, par value $0.01 Per Share | |
AR | |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 |
Regulation FD Disclosure. |
On February 23, 2026, Antero Resources Corporation (the “Company”)
and certain of its wholly-owned subsidiaries completed the previously announced sale of substantially all of their Utica Shale oil and
gas assets to an affiliate of Infinity Natural Resources, Inc. and Northern Oil and Gas, Inc. (“NOG”) for aggregate cash consideration
of $800 million, subject to customary post-closing adjustments, adjustments for the effective date of the transaction and other items,
as contemplated by the Purchase and Sale Agreement, dated December 5, 2025, among the Company, Antero Minerals LLC, Monroe Pipeline LLC,
Infinity Natural Resources, LLC and NOG, as amended to date.
As previously announced, the Company issued a conditional notice of
full redemption with respect to its 7.625% senior notes due 2029 (the “2029 Notes”). The redemption is conditioned upon,
among other things, the closing of the sale of the Company’s Utica Shale oil and gas assets located in Ohio. With the conditions
to the redemption of the 2029 Notes satisfied, the 2029 Notes will be redeemed on February 24, 2026.
The information furnished in this Item 7.01 shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section,
nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless
of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded with Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
ANTERO RESOURCES CORPORATION |
| |
|
|
| |
By: |
/s/ Brendan E. Krueger |
| |
|
Name: Brendan E. Krueger |
| |
|
Title: Chief Financial Officer, Senior Vice President–Finance and Treasurer |
Date: February 23, 2026
