Antero Resources Corp Files 8-K

TL;DR

AR just filed an 8-K on 12/5/25 - looks like a material agreement.

AI Summary

On December 5, 2025, Antero Resources Corporation entered into a material definitive agreement. The filing also includes information regarding Regulation FD Disclosure and Financial Statements and Exhibits.

Why It Matters

This 8-K filing indicates a significant event for Antero Resources Corporation, potentially involving new agreements or financial disclosures that could impact investors.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Antero Resources Corporation (company) — Registrant
• December 5, 2025 (date) — Date of earliest event reported
• 1615 Wynkoop Street Denver, Colorado 80202 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — each exchange Common Stock, par value $0.01 Per Share AR New York Stock Exchang
• $2.8 billion — ("HG Energy") for cash consideration of $2.8 billion (the "Antero Resources HG Acquisition")
• $1.1 b — cquisitions") for cash consideration of $1.1 billion, subject to the terms and conditi
• $210 million — l deposit (the "Deposit") approximately $210 million and $82.5 million, respectively, into e
• $82.5 m — eposit") approximately $210 million and $82.5 million, respectively, into escrow, which
• $25 million — tions (not to exceed an amount equal to $25 million), or (2) obtain specific performance by
• $800 million — ity in an aggregate principal amount of $800 million (the "Term Loan Bridge Facility") and a
• $1.5 billion — ity in an aggregate principal amount of $1.5 billion (the "Term Loan A Facility"). The Compa
• $400 million — ate cash consideration of approximately $400 million (the "Antero Midstream Utica Dispositio
• $80 million — osit (the "Utica Deposit") an aggregate $80 million into escrow, which will be credited tow

Filing Documents

• tm2532931d1_8k.htm (8-K) — 52KB
• tm2532931d1_ex10-1.htm (EX-10.1) — 825KB
• tm2532931d1_ex10-2.htm (EX-10.2) — 905KB
• tm2532931d1_ex99-1.htm (EX-99.1) — 39KB
• tm2532931d1_ex99-1img001.jpg (GRAPHIC) — 13KB
• 0001104659-25-119058.txt ( ) — 2377KB
• ar-20251205.xsd (EX-101.SCH) — 3KB
• ar-20251205_lab.xml (EX-101.LAB) — 33KB
• ar-20251205_pre.xml (EX-101.PRE) — 22KB
• tm2532931d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry Into a Material Definitive Agreement HG Acquisition On December 5, 2025, Antero Resources Corporation (the "Company") entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") to purchase 100% of the issued and outstanding equity interests of HG Energy II Production Holdings, LLC ("HG Production") from HG Energy II LLC ("HG Energy") for cash consideration of $2.8 billion (the "Antero Resources HG Acquisition"), subject to the terms and conditions thereof. HG Production owns approximately 385,000 net acres in the core of the Marcellus Shale in West Virginia. Also pursuant to the Purchase Agreement, Antero Midstream Partners LP ("Antero Midstream Partners" and, together with the Company, the "Antero Parties"), a wholly-owned subsidiary of Antero Midstream Corporation ("Antero Midstream"), agreed to purchase 100% of the issued and outstanding equity interests of HG Energy II Midstream Holdings, LLC ("HG Midstream" and, together with HG Production and HG Energy, the "HG Parties") from HG Energy (the "Antero Midstream HG Acquisition" and, together with the Antero Resources HG Acquisition, the "Acquisitions") for cash consideration of $1.1 billion, subject to the terms and conditions thereof. Pursuant to the Purchase Agreement, within one business day following the execution date thereof, the Company and Antero Midstream Partners will deposit (the "Deposit") approximately $210 million and $82.5 million, respectively, into escrow, which will be credited toward the cash consideration payable at the closing of the Acquisitions. If the Purchase Agreement is terminated in accordance with its terms and conditions, the Deposit will be disbursed to the Antero Parties or the HG Parties as provided in the Purchase Agreement. The Acquisitions are expected to close in the first half of 2026, subject to the satisfaction of certain customary closing conditions. The Purchase Agreement provides that the closing of the Acquisitions are subject

01

Item 7.01 Regulation FD Disclosure. On December 8, 2025, the Company issued a press release announcing the entry into the Purchase Agreement and the Utica Upstream PSA and the transactions contemplated thereby. The full text of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference. The information furnished in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing. 4 Forward-Looking This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements can be identified by words such as "anticipates," "believes," "forecasts," "plans," "estimates," "expects," "should," "will" or other similar expressions. Examples of forward-looking statements include, among others, statements relating to the Acquisitions, the Antero Resources Utica Disposition and the Antero Midstream Utica Disposition, including the estimated timing, final purchase prices and financing thereof. The forward-looking statements included in this Form 8-K involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently available to the Company. While the Company considers these expectations and assumptions to be reasonable, they are i

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1* Membership Interest Purchase Agreement, by and among HG Energy II LLC, HG Energy II Production Holdings, LLC, HG Energy II Midstream Holdings, LLC, Antero Resources Corporation and Antero Midstream Partners LP, dated as of December 5, 2025. 10.2* Purchase and Sale Agreement, among Antero Resources Corporation, Antero Minerals LLC, Monroe Pipeline LLC, Infinity Natural Resources, LLC and Northern Oil and Gas, Inc., dated December 5, 2025. 99.1 Press Release, dated December 8, 2025, of Antero Resources Corporation. 104 Cover Page Interactive Data File (embedded with Inline XBRL document). * Certain of the schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the U.S. Securities and Exchange Commission upon request. Certain personally identifiable information has also been omitted from this Exhibit pursuant to

(a)(6) of Regulation S-K

Item 601(a)(6) of Regulation S-K. 5

SIGNATURES

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 Name: Brendan E. Krueger Title: Chief Financial Officer, Senior Vice President–Finance and Treasurer Date: December 8, 2025 6

View Full Filing

View this 8-K filing on SEC EDGAR