Antero Resources (NYSE: AR) sets flexible shelf to issue stock and senior debt
Antero Resources Corporation has filed a universal shelf registration statement on Form S-3, allowing it to offer from time to time shares of common stock, shares of preferred stock and senior debt securities. The specific terms and pricing of each issuance will be set in separate prospectus supplements as offerings are launched.
The company expects to use any net proceeds for general corporate purposes, which may include repaying debt, funding working capital, capital expenditures and acquisitions. As of January 9, 2026, Antero had 1,000,000,000 authorized common shares and 308,510,105 common shares issued and outstanding, plus 50,000,000 authorized but unissued preferred shares. Antero is an independent oil and natural gas company focused on unconventional resources in the Appalachian Basin, with operations entirely in the United States.
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SECURITIES AND EXCHANGE COMMISSION
UNDER
THE SECURITIES ACT OF 1933
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Delaware
(State or other jurisdiction of
incorporation or organization) |
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80-0162034
(I.R.S. Employer
Identification No.) |
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Denver, Colorado 80202
(303) 357-7310
Chief Compliance Officer, Senior Vice President — Legal,
General Counsel and Corporate Secretary
1615 Wynkoop Street
Denver, Colorado 80202
(303) 357-7310
Douglas E. McWilliams
Scott D. Rubinsky
Vinson & Elkins L.L.P.
845 Texas Avenue, Suite 4700
Houston, Texas 77002
(713) 758-2222
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Large accelerated filer
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| | Accelerated filer ☐ | | | Non-accelerated filer ☐ | | | Smaller reporting company ☐ | |
| | Emerging growth company ☐ | | | | | | | | | | |
Preferred Stock
Senior Debt Securities
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ABOUT THIS PROSPECTUS
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WHERE YOU CAN FIND MORE INFORMATION
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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ABOUT ANTERO RESOURCES CORPORATION
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RISK FACTORS
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USE OF PROCEEDS
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DESCRIPTION OF CAPITAL STOCK
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DESCRIPTION OF DEBT SECURITIES
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PLAN OF DISTRIBUTION
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LEGAL MATTERS
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EXPERTS
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1615 Wynkoop Street
Denver, Colorado 80202
(303) 357-7310
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SEC registration fee
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Printing and engraving expenses
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Accounting fees and expenses
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Legal fees and expenses
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Transfer agent and registrar fees
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Trustee fees and expenses
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Miscellaneous
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Total
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Number
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Description
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| | 1.1** | | | Form of Underwriting Agreement. | |
| | 3.1 | | | Amended and Restated Certificate of Incorporation of Antero Resources Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on October 17, 2013). | |
| | 3.2 | | | Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Antero Resources Corporation, dated June 8, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on June 8, 2023). | |
| | 3.3 | | | Third Amended and Restated Bylaws of Antero Resources Corporation, dated August 14, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on August 14, 2025). | |
| | 4.1 | | | Registration Rights Agreement, dated as of October 16, 2013, by and among Antero Resources Corporation and the owners of the membership interests in Antero Resources Investment LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on October 17, 2013). | |
| | 4.2 | | | Indenture related to the 7.625% Senior Notes due 2029, dated as of January 26, 2021, by and among Antero Resources Corporation, the several guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on February 1, 2021). | |
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Form of 7.625% Senior Note due 2029 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on February 1, 2021).
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Indenture related to the 5.375% Senior Notes due 2030, dated as of June 1, 2021, by and among Antero Resources Corporation, the several guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on June 1, 2021).
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Number
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Description
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Form of 5.375% Senior Note due 2030 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on June 1, 2021).
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Form of Indenture, by and between Antero Resources Corporation and Computershare Trust Company, N.A, as trustee.
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Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.
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Consent of KPMG LLP, an independent registered public accounting firm.
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Consent of DeGolyer and MacNaughton, independent reserve engineers.
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Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto).
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Power of Attorney (included on the signature pages of this Registration Statement).
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Form T-1 Statement of Eligibility and Qualification respecting the Indenture, dated as of January 12, 2026.
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Calculation of Filing Fee Tables
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| | | | | ANTERO RESOURCES CORPORATION | | ||||||
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/s/ Brendan E. Krueger
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| | | | | | | | Name: | | | Brendan E. Krueger | |
| | | | | | | | Title: | | | Chief Financial Officer, Senior Vice President — Finance and Treasurer | |
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Name
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Title
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/s/ Michael N. Kennedy
Michael N. Kennedy
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Chief Executive Officer, President and Director
(Principal Executive Officer) |
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/s/ Brendan E. Krueger
Brendan E. Krueger
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Chief Financial Officer, Senior Vice President — Finance and Treasurer (Principal Financial Officer)
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/s/ Sheri L. Pearce
Sheri L. Pearce
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Chief Accounting Officer and Senior Vice President — Accounting (Principal Accounting Officer)
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/s/ Benjamin A. Hardesty
Benjamin A. Hardesty
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Chairman of the Board
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/s/ W. Howard Keenan, Jr.
W. Howard Keenan, Jr.
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Director
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/s/ Jeffrey S. Muñoz
Jeffrey S. Muñoz
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Director
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Name
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Title
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/s/ Jacqueline C. Mutschler
Jacqueline C. Mutschler
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Director
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/s/ Brenda R. Schroer
Brenda R. Schroer
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Director
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/s/ Vicky Sutil
Vicky Sutil
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Director
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/s/ Thomas B. Tyree, Jr.
Thomas B. Tyree, Jr.
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Director
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FAQ
What is Antero Resources (AR) registering under this new shelf statement?
Antero Resources is registering a flexible shelf that allows it to offer and sell, from time to time, common stock, preferred stock and senior debt securities. The exact terms, amounts and prices for each issuance will be described in future prospectus supplements.
How might Antero Resources use proceeds from future securities offerings?
Unless specified otherwise in a prospectus supplement, Antero expects to use net proceeds for general corporate purposes, which may include repayment of indebtedness and funding working capital, capital expenditures and acquisitions.
What equity structure does Antero Resources (AR) have as of January 9, 2026?
As of January 9, 2026, Antero had 1,000,000,000 shares of authorized common stock, of which 308,510,105 shares were issued and outstanding, and 50,000,000 shares of authorized preferred stock with no preferred shares outstanding.
Where is Antero Resources common stock listed and what is its trading symbol?
Antero Resources common stock is listed on the New York Stock Exchange under the symbol AR. The prospectus notes that on January 9, 2026, the last reported sale price was $31.38 per share.
What business is Antero Resources (AR) engaged in?
Antero Resources is an independent oil and natural gas company focused on the development, production, exploration and acquisition of natural gas, NGLs and oil properties in the Appalachian Basin, with three reportable segments including upstream operations, marketing of excess firm transportation capacity and midstream services through its investment in Antero Midstream.
What risks does Antero Resources highlight for investors considering its securities?
The prospectus states that investing in Anteros securities involves a significant degree of risk and directs readers to risk factors in its most recent Form 10-K, subsequent Form 10-Qs, any relevant Form 8-Ks and any applicable prospectus supplements, all of which are incorporated by reference.
What kinds of securities offering methods may Antero Resources use under this shelf?
Antero may sell securities through underwriters, dealers or agents, directly to purchasers, on a continuous or delayed basis, or via at-the-market offerings. Specific distribution terms will be detailed in each prospectus supplement.