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Equity-Based Compensation | 6 Months Ended
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Jun. 30, 2025
Equity-Based Compensation |
Equity-Based Compensation | (9) Equity-Based Compensation On June 5, 2024, the Company’s stockholders approved the Amended and Restated Antero Resources Corporation 2020 Long Term Incentive Plan (the “AR LTIP”). The AR LTIP provides for grants of stock options (including incentive stock options), stock appreciation rights, restricted stock awards, RSU awards, vested stock awards, dividend equivalent awards and other stock-based and cash awards. The terms and conditions of the awards granted are established by the Compensation Committee of Antero Resources’ Board of Directors (the “Board”). Employees, officers, non-employee directors and other service providers of the Company and its affiliates are eligible to receive awards under the AR LTIP. The AR LTIP provides for the reservation of 14,916,100 shares of the Company’s common stock, plus the number of certain shares that become available again for delivery in accordance with the share recycling provisions described below. The share recycling provisions allow for all or any portion of an award (including an award granted under a predecessor plan to the AR LTIP that was outstanding as of June 17, 2020) that expires or is cancelled, forfeited, exchanged, settled for cash or otherwise terminated without the actual delivery of shares to be considered not delivered and thus, available for new awards under the AR LTIP. Further, any shares withheld or surrendered in payment of any taxes relating to awards that were outstanding under a predecessor plan to the AR LTIP as of June 17, 2020 or are granted under the AR LTIP or its predecessor plan (other than stock options and stock appreciation rights), will again be available for new awards under the AR LTIP. A total of 10,326,506 shares were available for future grant under the AR LTIP as of June 30, 2025. The Company’s equity-based compensation expense, by type of award, is as follows (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended June 30, | ​ | Six Months Ended June 30, | ​
​ |  | 2024 | ​ | 2025 |  | 2024 | ​ | 2025 | ​
RSU awards | ​ | $ | 11,148 | ​ | ​ | 10,669 | ​ | ​ | 20,409 | ​ | ​ | 22,138 | ​
PSU awards | ​ | ​ | 5,627 | ​ | ​ | 4,756 | ​ | ​ | 12,067 | ​ | ​ | 8,019 | ​
Equity awards issued to directors | ​ | ​ | 376 | ​ | ​ | 430 | ​ | ​ | 752 | ​ | ​ | 843 | ​
Total expense | ​ | $ | 17,151 | ​ | ​ | 15,855 | ​ | ​ | 33,228 | ​ | ​ | 31,000 | ​
​
(a) | Restricted Stock Unit Awards
A summary of RSU award activity is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted | ​
​ | ​ | ​ | ​ | Average | ​
​ | ​ | Number | ​ | Grant Date | ​
​ |  | of Units |  | Fair Value |
Total awarded and unvested—December 31, 2024 | ​ | 3,035,362 | ​ | $ | 26.05 | ​
Granted | ​ | 1,115,463 | ​ | ​ | 33.66 | ​
Vested | ​ | (1,482,499) | ​ | ​ | 24.55 | ​
Forfeited | ​ | (97,401) | ​ | ​ | 29.81 | ​
Total awarded and unvested—June 30, 2025 | ​ | 2,570,925 | ​ | $ | 30.07 | ​
​ As of June 30, 2025, there was $62 million of unamortized equity-based compensation expense related to unvested RSUs. That expense is expected to be recognized over a weighted average period of 2.0 years.
(b) | Performance Share Unit Awards
Performance Share Unit Awards Based on Total Shareholder Return In April 2022, the Company granted PSU awards to certain of its senior management and executive officers that vest based on Antero Resources’ absolute total shareholder return (“TSR”) determined as of the last day of each of three one-year performance periods ending on April 15, 2023, April 15, 2024 and April 15, 2025, and one cumulative three-year performance period ending on April 15, 2025, in each case, subject to certain continued employment criteria (“2022 Absolute TSR PSUs”). The number of shares of common stock that could ultimately be earned following the end of the cumulative three-year performance period with respect to the 2022 Absolute TSR PSUs ranged from zero to 200% of the target number of 2022 Absolute TSR PSUs originally granted. The performance conditions for the performance periods ended April 15, 2023, 2024 and 2025 were met cumulatively at 110% of target. During the second quarter of 2025, the 2022 Absolute TSR PSUs vested and converted into approximately 0.2 million shares of common stock. In March 2025, the Company granted PSU awards to certain of its senior management and executive officers that vest based on Antero Resources’ absolute TSR determined as of the last day of each of three one-year performance periods ending on March 7, 2026, March 7, 2027 and March 7, 2028, and one cumulative three-year performance period ending on March 7, 2028, in each case, subject to certain continued employment criteria for each performance period (“2025 Absolute TSR PSUs”). The 2025 Absolute TSR PSUs will be settled following the end of each performance period. The aggregate number of shares of common stock that may ultimately be earned with respect to the 2025 Absolute TSR PSUs ranges from zero to 200% of the target number of 2025 Absolute TSR PSUs originally granted. Expense related to these PSUs is recognized on a graded-vested basis over the term of each performance period. Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period. The following table presents the assumptions used in the Monte Carlo valuation model and the grant date fair value information for the 2025 Absolute TSR PSUs:
​ | ​ | ​ | ​ | ​ | ​
Dividend yield | ​ | ​ | — | % | ​
Volatility | ​ | ​ | 48 | % | ​
Risk-free interest rate | ​ | ​ | 3.97 | % | ​
Weighted average fair value of awards granted | ​ | $ | 35.01 | ​ | ​
​ Performance Share Unit Awards Based on Leverage Ratio In April 2022, the Company granted PSUs to certain of its senior management and executive officers that vest based on the Company’s total debt less cash and cash equivalents divided by the Company’s Adjusted EBITDAX (as defined in the award agreement) (“Net Debt to EBITDAX”) determined as of the last day of each of three one-year performance periods ended on December 31, 2022, December 31, 2023, and December 31, 2024, in each case, subject to certain continued employment criteria (“2022 Leverage Ratio PSUs”). The number of shares of common stock that could ultimately be earned ranged from zero to 200% of the target number of PSUs granted. The performance conditions for the performance periods ended December 31, 2022, 2023 and 2024 were met cumulatively at 194% of target. During the first quarter of 2025, the 2022 Leverage Ratio PSUs vested and converted into approximately 0.3 million shares of common stock. In March 2025, the Company granted PSUs to certain of its senior management and executive officers that vest based on the Company’s Net Debt to EBITDAX (as defined in the award agreement) determined as of the last day of each of three one-year performance periods ending on December 31, 2025, December 31, 2026 and December 31, 2027, in each case, subject to certain continued employment criteria for each performance period (“2025 Leverage Ratio PSUs”). The 2025 Leverage Ratio PSUs will be settled following the end of each performance period. The aggregate number of shares of common stock that may ultimately be earned with respect to the 2025 Leverage Ratio PSUs ranges from zero to 200% of the target number of 2025 Leverage Ratio PSUs originally granted. Expense related to the 2025 Leverage Ratio PSUs is recognized on a graded-vested basis over the term of each performance period that reflects the number of shares of common stock that are expected to be issued at the end of each measurement period, and such expense is reversed if the likelihood of achieving the performance condition becomes improbable. As of June 30, 2025, the likelihood of achieving the performance conditions related to the 2025 Leverage Ratio PSUs was probable. Summary Information for Performance Share Unit Awards A summary of PSU activity is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted | ​
​ | ​ | ​ | ​ | Average | ​
​ | ​ | Number | ​ | Grant Date | ​
​ |  | of Units |  | Fair Value |
Total awarded and unvested—December 31, 2024 | ​ | 1,351,295 | ​ | $ | 35.27 | ​
Granted | ​ | 289,370 | ​ | ​ | 34.33 | ​
Vested | ​ | (281,318) | ​ | ​ | 41.41 | ​
Total awarded and unvested—June 30, 2025 | ​ | 1,359,347 | ​ | $ | 33.80 | ​
​ As of June 30, 2025, there was $19 million of unamortized equity-based compensation expense related to unvested PSUs. That expense is expected to be recognized over a weighted average period of 1.5 years.
(c) | Stock Options
A summary of the stock option activity is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Weighted | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted | ​ | Average | ​ | ​ | ​
​ | ​ | ​ | ​ | Average | ​ | Remaining | ​ | Intrinsic | ​
​ | ​ | Number | ​ | Exercise | ​ | Contractual | ​ | Value | ​
​ |  | of Options |  | Price |  | Life |  | (in thousands) (1) | ​
Outstanding—December 31, 2024 | ​ | 252,451 | ​ | $ | 50.00 | ​ | 0.3 | ​ | $ | — | ​
Expired | ​ | (252,451) | ​ | ​ | 50.00 | ​ | — | ​ | ​ | — | ​
Outstanding—June 30, 2025 | ​ | — | ​ | $ | — | ​ | — | ​ | ​ | — | ​
Vested—June 30, 2025 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | — | ​
Exercisable—June 30, 2025 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | — | ​
(1) | Intrinsic values are based on the exercise price of the options and the closing price of Antero Resources’ common stock on the referenced dates.
​

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