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Equity awards and tax share withholding for Antero (AR) director Kennedy

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ANTERO RESOURCES Corp director/officer Michael N. Kennedy reported multiple equity compensation events on common stock. On February 25, 2026, he acquired shares through derivative exercises and stock awards, including grants tied to performance share units (PSUs) whose results were certified at “maximum performance levels” for several periods.

The Compensation Committee confirmed strong outcomes for metrics such as the issuer’s net debt to adjusted EBITDAX multiple and absolute total stockholder return, causing portions of PSUs granted in 2022, 2023, 2024, and 2025 to become earned at up to 200% of target or about 99.2% and 27.13% of target for certain TSR tranches. Many of these PSUs and restricted stock units continue to be subject to service-based vesting.

In connection with PSU vesting and settlement, 74,152 shares of common stock were disposed of at $34.41 per share to satisfy tax withholding obligations through share withholding, rather than an open-market sale. After these transactions, Kennedy directly held 1,204,427 shares of Antero common stock.

Positive

  • None.

Negative

  • None.
Insider Kennedy Michael N.
Role See Remarks
Type Security Shares Price Value
Exercise Common stock, par value $0.01 per share 7,718 $0.00 --
Grant/Award Common stock, par value $0.01 per share 16,292 $0.00 --
Grant/Award Common stock, par value $0.01 per share 27,606 $0.00 --
Grant/Award Common stock, par value $0.01 per share 26,672 $0.00 --
Grant/Award Common stock, par value $0.01 per share 21,216 $0.00 --
Exercise Common stock, par value $0.01 per share 7,718 $0.00 --
Tax Withholding Common stock, par value $0.01 per share 74,152 $34.41 $2.55M
Holdings After Transaction: Common stock, par value $0.01 per share — 0 shares (Direct)
Footnotes (1)
  1. On February 25, 2026, the Compensation Committee (the "Compensation Committee") of Antero Resources Corp. (the "Issuer") certified the Issuer's net debt to adjusted EBITDAX multiple over the third and final performance period, which ran from January 1, 2025 through December 31, 2025, at maximum performance levels, resulting in 33% of the performance share units ("PSUs") originally granted on October 19, 2022 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. The service-based vesting requirements applicable to the PSUs originally granted on October 19, 2022 that vest based on the Issuer's net debt to adjusted EBITDAX multiple were satisfied as of December 31, 2025. Includes 144,597 shares of common stock of the Issuer ("Common Stock") subject to previously granted restricted stock unit awards ("RSUs") and 129,521 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting. On February 25, 2026, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the third and final performance period, which ran from January 1, 2025 through December 31, 2025, at maximum performance levels, resulting in 33% of the PSUs originally granted on March 7, 2023 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. The service-based vesting requirements applicable to the PSUs originally granted on March 7, 2023 that vest based on the Issuer's net debt to adjusted EBITDAX multiple were satisfied as of December 31, 2025. Includes 144,597 shares of Common Stock subject to previously granted RSUs and 76,997 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting. On February 25, 2026, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the second performance period, which ran from January 1, 2025 through December 31, 2025, at maximum performance levels, resulting in 33% of the PSUs originally granted on March 7, 2024 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. These PSUs remain outstanding and subject to service-based vesting requirements until December 31, 2026. Includes 144,597 shares of Common Stock subject to previously granted RSUs and 103,669 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting. On February 25, 2026, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the first performance period, which ran from January 1, 2025 through December 31, 2025, at maximum performance levels, resulting in 33% of the PSUs originally granted on March 7, 2025 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. The service-based vesting requirements applicable to the aforementioned tranche of PSUs originally granted on March 7, 2025 that vest based on the Issuer's net debt to adjusted EBITDAX multiple were satisfied as of December 31, 2025. On February 25, 2026, the Compensation Committee certified the Issuer's absolute total stockholder return ("TSR") performance over the third performance period, which ran from January 1, 2025 through December 31, 2025, resulting in 25% of the PSUs originally granted on October 19, 2022 that vest based on absolute TSR over such third performance period becoming earned at 99.2% of the target amount granted over such third performance period. On February 25, 2026, the Compensation Committee certified the Issuer's absolute total stockholder return TSR performance over the fourth and final performance period, which ran from January 1, 2023 through December 31, 2025, resulting in 25% of the PSUs originally granted on October 19, 2022 that vest based on absolute TSR over such fourth performance period becoming earned at 27.13% of the target amount granted over such fourth performance period. Includes 144,597 shares of Common Stock subject to previously granted RSUs and 91,451 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting. In connection with the vesting and settlement of the PSUs originally granted on October 19, 2022; March 7, 2023; and March 7, 2025 through the issuance of Common Stock pursuant to the Amended and Restated Antero Resources Corporation 2020 Long-Term Incentive Plan, the Issuer withheld Common Stock that would have otherwise 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 February 25, 2026.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Kennedy Michael N.
(Last) (First) (Middle)
1615 WYNKOOP STREET
(Street)
DENVER CO 80202
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ANTERO RESOURCES Corp [ AR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock, par value $0.01 per share 02/25/2026 A 16,292(1) A $0 1,195,367(2) D
Common stock, par value $0.01 per share 02/25/2026 A 27,606(3) A $0 1,222,973(4) D
Common stock, par value $0.01 per share 02/25/2026 A 26,672(5) A $0 1,249,645(6) D
Common stock, par value $0.01 per share 02/25/2026 A 21,216(7) A $0 1,270,861(6) D
Common stock, par value $0.01 per share 02/25/2026 M 7,718(8)(9) A $0 1,278,579(10) D
Common stock, par value $0.01 per share 02/25/2026 F 74,152(11) D $34.41 1,204,427(10) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common stock, par value $0.01 per share (8)(9) 02/25/2026 M 7,718 (8)(9) (8)(9) Common stock, par value $0.01 per share 7,718 (8)(9) 0 D
Explanation of Responses:
1. On February 25, 2026, the Compensation Committee (the "Compensation Committee") of Antero Resources Corp. (the "Issuer") certified the Issuer's net debt to adjusted EBITDAX multiple over the third and final performance period, which ran from January 1, 2025 through December 31, 2025, at maximum performance levels, resulting in 33% of the performance share units ("PSUs") originally granted on October 19, 2022 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. The service-based vesting requirements applicable to the PSUs originally granted on October 19, 2022 that vest based on the Issuer's net debt to adjusted EBITDAX multiple were satisfied as of December 31, 2025.
2. Includes 144,597 shares of common stock of the Issuer ("Common Stock") subject to previously granted restricted stock unit awards ("RSUs") and 129,521 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.
3. On February 25, 2026, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the third and final performance period, which ran from January 1, 2025 through December 31, 2025, at maximum performance levels, resulting in 33% of the PSUs originally granted on March 7, 2023 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. The service-based vesting requirements applicable to the PSUs originally granted on March 7, 2023 that vest based on the Issuer's net debt to adjusted EBITDAX multiple were satisfied as of December 31, 2025.
4. Includes 144,597 shares of Common Stock subject to previously granted RSUs and 76,997 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.
5. On February 25, 2026, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the second performance period, which ran from January 1, 2025 through December 31, 2025, at maximum performance levels, resulting in 33% of the PSUs originally granted on March 7, 2024 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. These PSUs remain outstanding and subject to service-based vesting requirements until December 31, 2026.
6. Includes 144,597 shares of Common Stock subject to previously granted RSUs and 103,669 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.
7. On February 25, 2026, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the first performance period, which ran from January 1, 2025 through December 31, 2025, at maximum performance levels, resulting in 33% of the PSUs originally granted on March 7, 2025 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. The service-based vesting requirements applicable to the aforementioned tranche of PSUs originally granted on March 7, 2025 that vest based on the Issuer's net debt to adjusted EBITDAX multiple were satisfied as of December 31, 2025.
8. On February 25, 2026, the Compensation Committee certified the Issuer's absolute total stockholder return ("TSR") performance over the third performance period, which ran from January 1, 2025 through December 31, 2025, resulting in 25% of the PSUs originally granted on October 19, 2022 that vest based on absolute TSR over such third performance period becoming earned at 99.2% of the target amount granted over such third performance period.
9. On February 25, 2026, the Compensation Committee certified the Issuer's absolute total stockholder return TSR performance over the fourth and final performance period, which ran from January 1, 2023 through December 31, 2025, resulting in 25% of the PSUs originally granted on October 19, 2022 that vest based on absolute TSR over such fourth performance period becoming earned at 27.13% of the target amount granted over such fourth performance period.
10. Includes 144,597 shares of Common Stock subject to previously granted RSUs and 91,451 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.
11. In connection with the vesting and settlement of the PSUs originally granted on October 19, 2022; March 7, 2023; and March 7, 2025 through the issuance of Common Stock pursuant to the Amended and Restated Antero Resources Corporation 2020 Long-Term Incentive Plan, the Issuer withheld Common Stock that would have otherwise 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 February 25, 2026.
Remarks:
Chief Executive Officer & President
/s/ Yvette K. Schultz, as attorney-in-fact for Michael N. Kennedy 02/26/2026
** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Michael N. Kennedy report in this Antero Resources (AR) Form 4?

Michael N. Kennedy reported multiple equity compensation transactions, including PSU-driven stock awards, derivative exercises, and share withholding for taxes. These actions reflect vesting and settlement of prior grants rather than open-market buying or selling of Antero Resources common stock.

How many Antero Resources shares were withheld for Michael Kennedy’s taxes?

A total of 74,152 Antero Resources common shares were withheld to cover tax obligations, valued at $34.41 per share. This withholding occurred when performance share units vested and settled into stock under the company’s 2020 Long-Term Incentive Plan.

What performance metrics affected Michael Kennedy’s PSU awards at Antero Resources (AR)?

Kennedy’s performance share units were tied to Antero’s net debt to adjusted EBITDAX multiple and absolute total stockholder return. The Compensation Committee certified several periods at maximum performance, causing portions of the PSUs granted in 2022–2025 to become earned at enhanced target levels.

How many Antero Resources shares does Michael Kennedy hold after these transactions?

Following the reported grants, exercises, and tax withholding, Michael N. Kennedy directly holds 1,204,427 shares of Antero Resources common stock. This figure includes shares received from vested awards and excludes the shares withheld to satisfy tax liabilities.

Were Michael Kennedy’s Antero Resources share disposals open-market sales?

The reported disposal reflects 74,152 shares withheld by the company to satisfy tax liabilities at $34.41 per share. According to the filing, this F-coded transaction is a tax-withholding disposition, not an open-market sale initiated for portfolio or liquidity reasons.

Do any of Michael Kennedy’s Antero Resources awards remain unvested after this Form 4?

Yes. Footnotes state that large portions of previously granted RSUs and PSUs remain subject to service-based vesting. Several tranches tied to net debt to adjusted EBITDAX and other metrics continue outstanding and will vest over specified service periods.