AR Form 3: CFO Krueger Discloses 295K Shares and Performance Awards

Rhea-AI Filing Summary

Brendan E. Krueger reports beneficial ownership of 295,327 shares of Antero Resources Corp. common stock, held directly. Included in that total are 88,415 restricted stock units subject to service-based vesting and 83,879 performance share units (PSUs) that remain subject to performance and/or service vesting. Separately, Mr. Krueger holds derivative awards that represent the contingent right to receive 51,712 additional shares if vested or earned. The PSUs vest in multiple tranches on specified future dates and are payable based on the issuer’s achievement of absolute total shareholder return (TSR) goals, with actual payout ranging from 0% to 200% of target depending on performance. Mr. Krueger is identified as an officer (Chief Financial Officer, Senior Vice President—Finance and Treasurer) and reports these holdings on an initial Form 3.

Positive

• Direct ownership of 295,327 shares indicates meaningful personal stake in the issuer
• Substantial equity-based compensation (88,415 RSUs and 83,879 PSUs) aligns executive incentives with shareholder interests
• PSUs tied to absolute TSR with 0%–200% payout strongly links pay to shareholder returns

Negative

• Potential dilution from PSUs and derivative awards if PSUs vest at higher payout levels (up to 200%)
• Large portion of holdings are unvested/contingent, so actual realized ownership depends on future service and performance

Insights

Financial Analyst

TL;DR: Report shows significant equity compensation and alignment with shareholders, but contingent PSUs may materially change share count if fully earned.

The filing documents direct ownership of 295,327 shares plus derivative rights to 51,712 shares, reflecting a mix of outright holdings, restricted stock units and performance-based PSUs. The PSU payout range of 0%–200% tied to absolute TSR creates variable potential dilution and links executive reward to shareholder returns. For valuation or dilution modeling, treat the 83,879 target PSUs and the disclosed derivative amounts as contingent shares that could impact shares outstanding if performance thresholds are met.

Corporate Governance Expert

TL;DR: Standard initial Section 16 disclosure showing officer equity and performance-based incentives aligned to TSR metrics.

The report is a routine initial statement under Section 16 describing service-vested RSUs and multi-tranche PSUs with absolute TSR performance conditions and a 0%–200% payout range. The instrument structure indicates typical long-term incentive design to align management with shareholder returns. Governance considerations include monitoring potential dilution from the maximum PSU payout and ensuring disclosure of vesting conditions in proxy materials matches these terms.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Krueger Brendan E.

(Last) (First) (Middle)

1615 WYNKOOP STREET

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/14/2025

3. Issuer Name and Ticker or Trading Symbol
ANTERO RESOURCES Corp [ AR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.01 per share	295,327(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common stock, par value $0.01 per share	(2)(3)	(2)(3)	Common stock, par value $0.01 per share	7,519	(2)(3)	D
Common stock, par value $0.01 per share	(2)(4)	(2)(4)	Common stock, par value $0.01 per share	10,112	(2)(4)	D
Common stock, par value $0.01 per share	(2)(5)	(2)(5)	Common stock, par value $0.01 per share	14,654	(2)(5)	D
Common stock, par value $0.01 per share	(2)(6)	(2)(6)	Common stock, par value $0.01 per share	19,427	(2)(6)	D

Explanation of Responses:

1. Includes 88,415 shares of common stock ("Common Stock") of Antero Resources Corp. (the "Issuer") subject to previously granted restricted stock unit awards and 83,879 shares of Common Stock subject to previously granted performance share units ("PSUs"), in each case, that remain subject to service-based vesting.

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

3. The final two tranches of these PSUs vest on October 19, 2025 based upon the Issuer's achievement of absolute total shareholder return ("TSR") goals. 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.

4. The final two tranches of these PSUs vest on March 7, 2026 based upon the Issuer's achievement of absolute TSR goals. 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.

5. The second tranche of these PSUs vests on March 7, 2026 and the final two tranches vest on March 7, 2027 in each case based upon the Issuer's achievement of absolute TSR goals. 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.

6. The first tranche of these PSUs vests on March 7, 2026, the second tranche vests on March 7, 2027, and the final two tranches vest on March 7, 2028 in each case based upon the Issuer's achievement of absolute TSR goals. 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.

Remarks:

Chief Financial Officer, Senior Vice President - Finance and Treasurer. Exhibit 24 - Power of Attorney.

	/s/ Yvette K. Schultz, as attorney-in-fact for Brendan E. Krueger	08/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many shares of AR does Brendan E. Krueger directly own?

The filing reports 295,327 shares of Antero Resources Corp. common stock beneficially owned directly.

What unvested equity does the Form 3 disclose for AR executive Brendan Krueger?

Included are 88,415 restricted stock units subject to service vesting and 83,879 performance share units (PSUs) subject to performance/service conditions.

How many contingent shares could Krueger receive from derivative awards?

The reported derivative awards represent the contingent right to receive 51,712 shares underlying those instruments if vested/earned.

What performance metric determines PSU payout for AR PSUs?

PSU payout is based on the issuer’s achievement of absolute total shareholder return (TSR) goals.

What is the payout range for the PSUs disclosed in the Form 3?

Depending on TSR achievement, the actual number of PSUs earned can range from 0% to 200% of target.