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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 9, 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) |
|
(I.R.S. 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 9, 2026, Antero Resources Corporation
(the “Company”) issued a conditional notice of full redemption (the “Notice”) with respect to its 7.625% senior
notes due 2029 (the “Notes”). The Company gave holders of the Notes notice that, subject to the satisfaction of the conditions
precedent stated in the Notice, the Company will redeem all of the Notes outstanding on February 24, 2026 (the “Redemption
Date”) at a redemption price of 101.271% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the
Redemption Date. As of February 9, 2026, there was $365,353,000 aggregate principal amount of Notes outstanding.
As permitted by the terms of the Notes, the Notice
and the redemption of the Notes are conditioned upon the satisfaction of the conditions precedent of (i) the closing of the Company’s
divestiture of substantially all of its Utica Shale oil and gas assets located in Ohio (the “Ohio Utica Shale divestiture”)
and (ii) the Company’s board of directors not having resolved that the redemption is no longer advisable and in the best interests
of the Company. In the Company’s discretion, the Redemption Date may be delayed until such time as any or all of the conditions
have been satisfied. There can be no assurance that the redemption of the Notes will be consummated.
This Current Report on Form 8-K does not
constitute a notice of redemption with respect to the Notes. 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 (the “Exchange Act”), 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 or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly
set forth by specific reference in such filing.
Forward-Looking Statements
This Form 8-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements
can be identified by words such as “anticipates,” “believes,” “forecasts,” “plans,” “estimates,”
“expects,” “should,” “will” or other similar expressions. Examples of forward-looking statements include,
among others, statements relating to the pending Ohio Utica Shale divestiture, including the estimated timing thereof. The forward-looking
statements included in this Form 8-K involve risks and uncertainties that could cause actual results to differ materially from projected
results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company
has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information
currently available to the Company. While the Company considers these expectations and assumptions to be reasonable, they are inherently
subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict
and beyond the Company’s control and which include, but are not limited to, risks associated with the Ohio Utica Shale divestiture,
including the risk that the Ohio Utica Shale divestiture is not consummated on the terms expected or on the anticipated schedule, or at
all, commodity price volatility, inflation, supply chain or other disruption, availability and cost of drilling, completion and production
equipment and services, environmental risks, drilling and completion and other operating risks, marketing and transportation risks, regulatory
changes or changes in law, the uncertainty inherent in estimating natural gas, NGLs and oil reserves and in projecting future rates of
production, cash flows and access to capital, the timing of development expenditures, conflicts of interest among our stockholders, impacts
of geopolitical and world health events, cybersecurity risks, and the state of markets for, and availability of, verified quality carbon
offsets.
These and other risks and uncertainties are described
under Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the year ended December 31,
2024, as updated by any subsequent Form 10-Qs, and those set forth in other documents the Company files from time to time with the
SEC.
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 |
| |
|
Brendan E. Krueger |
| |
|
Chief Financial Officer and Senior Vice President –Finance and Treasurer |
Dated: February 9, 2026
