false
0001433270
0001433270
2026-06-16
2026-06-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
June 16, 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 |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| 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 1.01 | Entry Into a Material Definitive
Agreement. |
On June 16, 2026, Antero Resources Corporation
(the “Company”) established a commercial paper program (the “Program”) pursuant to which the Company may
issue short-term, unsecured commercial paper notes (the “Notes”) pursuant to the exemption from registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”) contained in Section 4(a)(2) thereof. Notes under the Program
may be issued and redeemed from time to time, with the aggregate face or principal amount of the Notes outstanding under the Program at
any time not to exceed $1.65 billion, unless such amount is increased in accordance with the terms of each Commercial Paper Dealer Agreement
(as defined herein). The net proceeds of the issuances of the Notes are expected to be used for general corporate purposes, including
but not limited to, funding working capital, capital expenditures, acquisitions and repayment of other indebtedness.
The Notes will be sold under customary market
terms in the U.S. commercial paper market at a discount from par or at par and bear interest at rates determined at the time of issuance.
The maturities of the Notes may vary, but shall not exceed 397 days from the date of issuance. It is expected that the Company’s
senior unsecured revolving credit facility will serve as a liquidity backstop for any issuances under the Program. The Company intends
to maintain available capacity under its senior unsecured revolving credit facility in an amount at least equal to the aggregate outstanding
borrowings under the Program. As of the date of this Current Report on Form 8-K, the Company has not issued any Notes.
One or more commercial paper dealers will
each act as a dealer under the Program (each, a “Dealer” and collectively, the “Dealers”) pursuant to the terms
and conditions of the respective commercial paper dealer agreement entered into between the Company and each Dealer (each, a “Commercial
Paper Dealer Agreement” and collectively, the “Commercial Paper Dealer Agreements”). A national bank will act as the
issuing and paying agent under the Program, pursuant to the terms of an issuing and paying agent agreement.
Each Commercial Paper Dealer Agreement provides
the terms under which the respective Dealer will either purchase from the Company or arrange for the sale by the Company of the Notes.
Each Commercial Paper Dealer Agreement contains customary representations, warranties, covenants and indemnification provisions. The foregoing
description of the Commercial Paper Dealer Agreements is not complete and is subject to and qualified in its entirety by reference to
the form of Commercial Paper Dealer Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
From time to time, the Dealers and certain
of their respective affiliates have provided, and may in the future provide, lending, commercial banking, investment banking and other
financial advisory services to the Company and its affiliates for which such Dealers have received or will receive customary fees and
expenses.
The Notes have not been, and will not be,
registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The information
contained in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any Notes.
| Item 2.03 | Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained
in Item 1.01 is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description |
| 10.1 |
|
Form of Commercial Paper Dealer Agreement between Antero Resources Corporation, as Issuer and
the Dealer party thereto. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the 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 |
| |
|
Brendan
E. Krueger |
| |
|
Chief
Financial Officer and Senior Vice President – Finance and Treasurer |
Dated: June 16, 2026
