DEF 14A of Antero Resources Corp, Apr 23, 2026

DEF 14A of Antero Resources Corp

Filed Apr 23, 2026 · FY20250001308179-26-000330

Open on EDGAR

  1. Current Directors and Board Nominees

    Current Directors and Board Nominees

  2. Current Directors and Board Nominees

    | | Director | | | | Committee Memberships | | | | | | Name | Class | Age | Occupation | Director Since | Audit | Comp | Nom & Gov | Conflicts | Env & Safety | | Brenda R. Schroer | Class I | 50 | Former Chief Financial Officer of Endeavor Energy Resources, Aris Water Solutions, and Concho Resources | 2021 | | | | | | | Thomas B. Tyree, Jr. | Class I | 65 | Independent Director of Enerflex Ltd and Project Canary | 2019 | | | | | | | W. Howard Keenan, Jr. | Class II | 75 | Member of Yorktown Partners LLC | 2004 | | | | | | | Jeffrey S. Muñoz | Class II | 60 | Retired Partner at Latham & Watkins LLP and Vinson & Elkins LLP in the natural resources industry | 2024 | | | | | | | Jacqueline C. Mutschler | Class II | 64 | Independent Director of Weatherford International plc | 2020 | | | | | | | Benjamin A. Hardesty Chairman of the Board | Class III | 76 | Owner of Alta Energy LLC | 2013 | | | | | | | Michael N. Kennedy | Class III | 51 | Chief Executive Officer and President of Antero Resources and Antero Midstream | 2025 | | | | | | | Vasiliki (Vicky) Sutil | Class III | 61 | Independent Director of Delek US Holdings, Inc. | 2019 | | | | | |

  3. Current Directors and Board Nominees

    Chairperson

  4. ITEM ONE: ELECTION OF DIRECTORS

    ITEM ONE: ELECTION OF DIRECTORS The Board is currently comprised of eight directors divided into three classes. Directors in each class are elected to serve for three-year terms and until they are re-elected, their successors are elected and qualified, or until his or her death or until they resign or are removed. Each year, the directors of one class stand for re-election as their terms of office expire. Based on recommendations from our Nominating & Governance Committee, the Board has nominated the following individuals for election as Class I directors of Antero, with terms to expire at the 2029 Annual Meeting of Stockholders, barring an earlier death, resignation or removal:

  5. ITEM ONE: ELECTION OF DIRECTORS

    | | | | Brenda R. Schroer | Thomas B. Tyree, Jr. |

  6. ITEM ONE: ELECTION OF DIRECTORS

    All nominees currently serve as Class I directors of Antero. Their biographical information is contained in “Directors” below. If a nominee becomes unable or unwilling to accept nomination or election, either the size of the Board will be reduced or the individuals acting under your proxy will vote for the election of a substitute nominee recommended by the Board.

  7. ITEM ONE: ELECTION OF DIRECTORS

    | | THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES. |

  8. ITEM ONE: ELECTION OF DIRECTORS

    | | - 2026 Proxy Statement 13 |

  9. Summary of Director Qualifications and Experience

    Summary of Director Qualifications and Experience The Board believes that all directors should have sound business judgment, personal and professional integrity, an ability to work as part of a team, willingness to commit the required time to serve as a Board member, business experience, and financial literacy. As of the date hereof, the Board embodied a diverse set of experiences, qualifications, attributes, and skills, as shown below:

  10. Summary of Director Qualifications and Experience

    | | Schroer | Tyree | Keenan | Mutschler | Hardesty | Kennedy | Sutil | Muñoz | | Executive Leadership | ● | ● | ● | ● | ● | ● | ● | ● | | Financial | ● | ● | ● | ● | | ● | ● | ● | | Accounting/Audit | ● | ● | | | | ● | | ● | | Risk Management | ● | ● | ● | ● | ● | ● | ● | | | Operations | | ● | | ● | ● | ● | ● | | | Industry | ● | ● | ● | ● | ● | ● | ● | ● | | Environmental and/or Climate Change-Related | ● | ● | | ● | ● | | ● | | | Health or Safety | | | | ● | ● | | ● | | | Human Resources Management | ● | ● | | ● | ● | | ● | | | Cybersecurity | | ● | | | | | | |

  11. Summary of Director Qualifications and Experience

    | | - 2026 Proxy Statement 14 |

  12. DIRECTORS

    DIRECTORS We were originally formed in 2004 as Antero Resources II Corporation. Through a series of internal reorganization transactions, Antero Resources II Corporation’s successor and certain of its affiliates were merged with and into Antero Resources Appalachian Corporation. That entity was renamed Antero Resources Corporation in June 2013 in connection with our initial public offering. Set forth below is the background, business experience, attributes, qualifications and skills of each Antero director and director nominee. In some cases, references to our directors’ tenure with Antero date back to our original formation in 2004. Each of the Class I directors is up for reelection at the Annual Meeting.

  13. Class I Directors

    Class I Directors

  14. Class I Directors

    | Age: 50 Director Since: 2021 Committee Memberships: Audit Committee (chair), Environmental and Safety Committee | Brenda R. Schroer Key Attributes and Qualifications: • Served as President, Chief Financial Officer and Member of the Board of SGF Capital (and its predecessor) from September 2024 through December 2025, overseeing the entity’s 35% investment in Diamondback Energy, and as a member of the investment committee • Served as Chief Financial Officer and Board of Managers of Endeavor Energy Resources LP from January 2023 through September 2024, when Endeavor Energy Resources LP was acquired by Diamondback Energy • Served as Chief Financial Officer of Aris Water Solutions, Inc. (“Aris”) from June 2021 to September 2022. Previously served as Interim Chief Financial Officer of Aris’ predecessor, Solaris Midstream Holdings (“Solaris”), beginning in March 2021 until June 2021 • Served as Senior Vice President, Chief Financial Officer and Treasurer of Concho Resources Inc. (“Concho”) from January 2019 until it was acquired by ConocoPhillips in January 2021. Previously held roles of increasing responsibility at Concho starting in 2013 • Served on the Board of Directors of Solaris Midstream Holdings from July 2019 through February 2021 • Prior to joining Concho in 2013 as Vice President and Chief Accounting Officer, Brenda was with Ernst & Young LLP since 1999, and her most recent position was Americas Oil & Gas Sector Resident with the National Audit practice Has significant experience, including with respect to mergers and acquisitions in the oil and gas industry over several decades. Other Public Company Boards: • N/A |

  15. Class I Directors

    | | - 2026 Proxy Statement 15 |

  16. Class I Directors

    | Age: 65 Director Since: 2019 Committee Memberships: Audit Committee, Conflicts Committee, Environmental and Safety Committee | Thomas B. Tyree, Jr. Key Attributes and Qualifications: • From 2018 through 2023, served sequentially as Chief Executive Officer, Executive Chairman and Chairman of Northwoods Energy LLC, a private upstream oil and gas company that he co-founded in 2018 • In 2021, served as Chief Executive Officer and Director of Extraction Oil & Gas, Inc., a formerly publicly traded upstream oil and gas company. Previously served as Executive Chairman starting in 2020 • From 2006 to 2016, served as President, Chief Financial Officer and as a Director of Vantage Energy, LLC • From 2003 to 2006, served as Chief Financial Officer of Bill Barrett Corporation, a formerly publicly traded company • From 1989 to 2003, worked as an investment banker at Goldman, Sachs & Co. Has significant experience in the oil and gas industry over several decades. Other Public Company Boards: • Enerflex Ltd.; Extraction Oil & Gas, Inc. (until November 2021); Bonanza Creek Energy, Inc. (until March 2020). |

  17. Class I Directors

    | | - 2026 Proxy Statement 16 |

  18. Class II Directors

    Class II Directors

  19. Class II Directors

    | Age: 75 Director Since: 2004 Committee Memberships: Compensation Committee, Nominating & Governance Committee | W. Howard Keenan, Jr. Key Attributes and Qualifications: • Since 1997, has been a Member of Yorktown Partners LLC, a private investment manager focused on the energy industry • From 1975 to 1997, was in the Corporate Finance Department of Dillon, Read & Co. Inc. and active in the private equity and energy areas, including the founding of the first Yorktown Partners fund in 1991 • Serves on the boards of directors of multiple Yorktown Partners portfolio companies • Serves on the Board of Directors of Antero Midstream Has over 40 years of experience with energy companies and investments and broad knowledge of the oil and gas industry. Other Public Company Boards: • Aris Water Solutions, Inc. (until 2025); Solaris Energy Infrastructure, Inc.; Brigham Minerals, Inc. (until the first quarter of 2022); Antero Midstream; Ramaco Resources, Inc. (until 2019); Antero Midstream Partners LP (until 2019); Concho Resources (until 2013); Geomet Inc. (until 2012) |

  20. Class II Directors

    | Age: 64 Director Since: 2020 Committee Memberships: Audit Committee, Compensation Committee, Conflicts Committee, Environmental and Safety Committee | Jacqueline C. Mutschler Key Attributes and Qualifications: Multiple executive leadership positions during 28-year career at BP plc • Career culminated as Head of Upstream Technology – determined E&P R&D portfolio, and participated in global exploration and development investment decisions • Led U.S. unconventional gas business and transferred best practices internationally • Additional experience leading offshore and international oil and gas businesses, as well as strategic financial planning Corporate governance – has served on the full suite of board committees, and has been directly involved in hiring C Suite executives, including CEO hiring and succession planning. Has significant experience in the oil and natural gas industry. Other Public Company Boards: • Weatherford International plc |

  21. Class II Directors

    | | - 2026 Proxy Statement 17 |

  22. Class II Directors

    | Age: 60 Director Since: 2024 Committee Memberships: Nominating & Governance Committee (chair), Audit Committee, Compensation Committee | Jeffrey S. Muñoz Key Attributes and Qualifications: • From 2012 until his retirement in May 2022, served as a partner focusing on the natural resources industry at Latham & Watkins LLP, a large international law firm • From 2001 through 2012, served as a partner, and from 1993 through 2001, served as an associate, focusing on the natural resources industry, at Vinson & Elkins LLP, a large international law firm • From 1987 to 1990, served as an auditor, focusing on the natural resources industry, at Arthur Andersen LLP Other Public Company Boards: • Antero Midstream |

  23. Class II Directors

    | | - 2026 Proxy Statement 18 |

  24. Class III Directors

    Class III Directors

  25. Class III Directors

    | Age: 76 Director Since: 2013 Committee Memberships: Compensation Committee (chair), Conflicts Committee (chair), Environmental and Safety Committee, Nominating & Governance Committee | Benjamin A. Hardesty (Chairman) Key Attributes and Qualifications: • Owner of Alta Energy LLC, a consulting business focused on oil, natural gas and energy infrastructure in the Appalachian Basin and onshore United States, since May 2010 • President of Dominion E&P, Inc., a subsidiary of Dominion Energy, Inc. (formerly Dominion Resources Inc.) engaged in the exploration and production of natural gas in North America, from September 2007 until retirement in May 2010. Joined Dominion in 1995 and served as president of Dominion Appalachian Development, Inc. until 2000 and general manager and vice president-Northeast Gas Basins until 2007 • Member of the Board of Directors of Blue Dot Energy Services, LLC from 2011 until its sale to B/E Aerospace, Inc. in 2013 • Member of the Board of Directors of KLX, Inc. from 2014 until its sale to The Boeing Company in 2018 • Member of the Board of Directors of KLX Energy Services Holdings, Inc. from 2018 until its merger with Quintana Energy Services in 2020 • From 1982 to 1995, served successively as vice president, executive vice president and president and Director of Stonewall Gas Company, and from 1978 to 1982, served as vice president, operations of Development Drilling Corp. • Served as an active duty officer in the U.S. Army Security Agency and as a reserve officer • Director emeritus and past president of the West Virginia Oil & Natural Gas Association and past president of the Independent Oil & Gas Association of West Virginia • Trustee and past chairman of the Nature Conservancy of West Virginia and a member of the Board of Directors and the Executive Committee of the West Virginia Chamber of Commerce • Serves as a member of the Advisory Committee for the Department of Petroleum and Natural Gas Engineering at West Virginia University • Member of the Board of Directors of the Gas & Oil Association of West Virginia Has significant experience in the oil and natural gas industry, including in Antero’s areas of operation, and received an Honorary Doctor of Petroleum Engineering from West Virginia University in 2024. Other Public Company Boards: • KLX Energy Services Holdings, Inc. (until August 2020); KLX Inc. (until October 2018) |

  26. Class III Directors

    | | - 2026 Proxy Statement 19 |

  27. Class III Directors

    | Age: 51 Director Since: 2025 Committee Memberships: N/A | Michael N. Kennedy Key Attributes and Qualifications: • Currently serves as Chief Executive Officer and President of Antero Resources and Antero Midstream • Served as Chief Financial Officer and Senior Vice President – Finance of Antero Resources and Senior Vice President – Finance of Antero Midstream from 2021 to 2025 • Served as Chief Financial Officer of Antero Midstream from the closing of the Simplification Transactions in March 2019 until April 30, 2021, prior to which Mr. Kennedy served as Chief Financial Officer and Senior Vice President of Finance of the general partner of Antero Midstream GP LP beginning in April 2017 and as Chief Financial Officer and Senior Vice President of Finance of the general partner of Antero Midstream Partners LP beginning in February 2014 • Served as Antero’s Senior Vice President of Finance beginning in January 2016, prior to which he served as Vice President of Finance beginning in August 2013 • Served as Executive Vice President and Chief Financial Officer of Forest Oil Corporation from 2009 to 2013 and served in various financial positions prior thereto • Served as an auditor with Arthur Andersen, focusing on the Natural Resources industry Has significant experience as former Chief Financial Officer and Senior Vice President of Finance of Antero Midstream, together with his broad knowledge and experience in the industry. Other Public Company Boards: • Antero Midstream |

  28. Class III Directors

    | Age: 61 Director Since: 2019 Committee Memberships: Environmental and Safety Committee (chair), Audit Committee, Nominating & Governance Committee | Vasiliki (Vicky) Sutil Key Attributes and Qualifications: • From July 2017 to January 2020, worked with SK E&P Company focusing on strategic planning • From 2014 to 2016, served as Vice President of Commercial Analysis for CRC Marketing, Inc. • From 2000 to 2014, worked with Occidental Petroleum Corporation in different capacities, including roles in corporate development, mergers and acquisitions and financial planning • Other experience includes ARCO Products Company and Mobil Oil Corporation working as a project engineer and business analyst in the refining and marketing divisions • Corporate Directorship Certified by the National Association of Corporate Directors Has significant experience in the oil and gas industry, including a background in corporate development, commercial negotiations, corporate planning and project management. Other Public Company Boards: • Delek US Holdings, Inc.; Plains All American Pipeline, L.P. (until 2015); Plains GP Holdings, L.P. (until 2015) |

  29. Class III Directors

    | | - 2026 Proxy Statement 20 |

  30. Corporate Governance Guidelines

    | • | qualifications, independence, responsibilities, tenure, and compensation of directors; | | • | service on other boards; | | • | director resignation process; | | • | role of the Chairman of the Board; | | • | meetings of the Board and of the independent directors; | | • | interaction between the Board and outside parties; | | • | annual performance reviews of the Board; | | • | director orientation and continuing education; | | • | attendance at meetings of the Board and the Annual Meeting; | | • | stockholder communications with directors; | | • | committee functions, committee charters, and independence; | | • | director access to independent advisors and management; and | | • | management evaluation and succession planning. |

  31. How Director Nominees are Selected

    How Director Nominees are Selected

  32. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Our non-employee directors are entitled to receive compensation consisting of retainers, fees and equity awards as described below. The Compensation Committee reviews non-employee director compensation periodically and recommends changes, if appropriate, to the Board for approval. Our employee directors do not receive additional compensation for their services as directors. All compensation received from Antero as employees is disclosed in the Summary Compensation Table on page 55.

  33. 2025 Non-Employee Director Compensation

    2025 Non-Employee Director Compensation The following table provides information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2025.

  34. 2025 Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Robert J. Clark | 153,663 | 107,446 | 261,109 | | Benjamin A. Hardesty | 194,375 | 224,701 | 419,076 | | W. Howard Keenan, Jr. | 115,000 | 214,905 | 329,905 | | Jacqueline C. Mutschler | 131,875 | 214,905 | 346,780 | | Brenda R. Schroer | 131,500 | 214,905 | 346,405 | | Vasiliki (Vicky) Sutil | 128,750 | 214,905 | 343,655 | | Thomas B. Tyree, Jr. | 122,500 | 214,905 | 337,405 | | Jeffrey S. Muñoz | 125,500 | 198,543 | 323,543 |

  35. 2025 Non-Employee Director Compensation

    | (1) Includes annual cash retainer, committee fees, committee chair fees, meeting fees and cash in lieu of equity earned during fiscal year 2025. | | (2) Amounts in this column reflect the aggregate grant date fair value of shares granted under the AR LTIP to each non-employee director during fiscal year 2025, computed in accordance with the rules of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). See Note 9 to our consolidated financial statements on Form 10-K for the year ended December 31, 2025, for additional detail regarding assumptions underlying the value of these equity awards. The directors did not hold any unvested awards as of December 31, 2025. |

  36. Compensation Best Practices

    | What We Do | | | | Use a representative and relevant peer group | | | Target reasonable compensation levels relative to peers with a focus on performance-based, at-risk components | | | Enforce robust minimum stock ownership guidelines | | | Evaluate the risk of our compensation programs | | | Include performance-based long-term incentives | | | Use and review compensation tally sheets | | | Engage an independent compensation consultant | | | Maintain a clawback policy |

  37. Compensation Best Practices

    | What We Don’t Do | | | | No tax gross ups for executive officers | | | No excessive perquisites | | | No guaranteed bonuses for Named Executive Officers | | | No executive officer employment agreements | | | No granting stock options with an exercise price less than the fair market value of the Company’s common stock on the date of grant outside of transactional context (e.g., substitution of pre-existing target company awards for Company awards in an acquisition) | | | No reduction of the exercise price of an outstanding stock option without stockholder approval outside of transactional context (e.g., substitution of pre-existing target company awards for Company awards in an acquisition) | | | No hedging or pledging of Company stock | | | No separate benefit plans for Named Executive Officers |

  38. Role of the Antero Midstream Compensation Committee and Allocation of Compensation Expenses

    Role of the Antero Midstream Compensation Committee and Allocation of Compensation Expenses Our Named Executive Officers provide services to us and to Antero Midstream. In 2025, the Compensation Committee and the Antero Midstream Compensation Committee (the “AM Compensation Committee”) each separately discussed its Named Executive Officers’ aggregate total cash compensation and then approved an aggregate total 2025 base salary and 2025 target bonus for services our Named Executive Officers provide to both Antero and Antero Midstream. Cash compensation included base salary and annual cash incentives in 2025. We pay all elements of cash compensation to, and provide all benefits for, our Named Executive Officers. Antero Midstream reimburses us for a portion of base salaries paid to our Named Executive Officers based on the percentage of all non-compensation general and administrative expenses attributable to each company and calculated quarterly on gross property and equipment, capital expenditure and labor costs, the last of which is calculated based on an estimate of how much time our employees spend providing services to Antero Midstream, in the aggregate, during each quarter (the “Reimbursement Percentage”). Antero Midstream reimbursed us for a portion of our Named Executive Officer’s base salary that equaled 27% in 2025 (the “2025 NEO AM Reimbursement Percentage”). The Compensation Committee and the AM Compensation Committee established its own performance metrics for its annual cash incentive program, and Antero Midstream reimbursed us for all amounts paid pursuant to Antero Midstream’s annual cash incentive program. Antero Midstream reimburses us for the portion of the cost of all health and welfare benefits, employer 401(k) contributions, and the limited perquisites we provide to our Named Executive Officers that are attributable to services provided to Antero Midstream. This amount is calculated as the product of the total cost of such benefits and the 2025 NEO AM Reimbursement Percentage. The Compensation Committee established the value of the long-term incentive awards that we granted to our Named Executive Officers at a level compared to similarly situated executives in the peer group, reviewing the Company’s performance and in consultation with the Company’s independent compensation consultant. The Compensation Committee believes the value granted will motivate and reward longer-term strategy development and execution by the Company. The value of long-term incentive awards was established independently and not in coordination with Antero Midstream. Consistent with the allocation of compensation expense for our Named Executive Officers described above, unless otherwise indicated, the information included in this Compensation Discussion and Analysis, as well as the tables that follow, only pertains to the compensation paid by us for services our Named Executive Officers provided to us in 2025. For information regarding compensation paid to our Named Executive Officers for services provided to Antero Midstream in 2025, please see the Proxy Statement filed by Antero Midstream on April 23, 2026.

  39. Competitive Peer Analysis

    Competitive Peer Analysis When assessing the soundness of our compensation programs, the Compensation Committee compares the pay practices for our Named Executive Officers against the pay practices of other companies. This process recognizes our philosophy that our compensation practices should be competitive, though marketplace information is only one of the many factors we consider. Messrs. Rady and Kennedy and the Compensation Committee used market compensation data provided by CBIZ to assess the total compensation levels of our Named Executive Officers relative to market when setting compensation levels for 2025. Market data is developed by comparing each executive officer’s compensation with that of similarly situated officers of companies in our Peer Group (described below) and of oil and gas companies in general. In determining whether an officer is similarly situated, we consider the specific responsibilities assumed by our executives and executives at other organizations, and give greater weight to Peer Group data if a position appears comparable to the position of one of our Named Executive Officers. Otherwise, we supplement Peer Group data with industry data from the 2025 Oil and Gas E&P Industry Compensation Survey prepared by Effective Compensation, Incorporated.

  40. Peer Group

    Peer Group CBIZ recommended and, after evaluation and discussion, the Compensation Committee approved a peer group for use in determining compensation for 2025 of onshore publicly traded oil and gas companies that are reasonably similar to us in terms of size and operations. We believe these companies are properly aligned across financial metrics such as revenue, market capitalization, and enterprise value, complexity and geography of operations. We added Civitas Resources, Inc., Expand Energy Corporation and Murphy Oil Corporation to the peer group used to make 2025 compensation decisions because their revenue, market capitalization, enterprise value, and asset value were in line with ours. We refer to the following ten companies as the “Peer Group”:

  41. Peer Group

    | | - 2026 Proxy Statement 40 |

  42. 2025 APPROVED PEER GROUP

    2025 APPROVED PEER GROUP

  43. 2025 APPROVED PEER GROUP

    | Company | Ticker | | APA Corp. | APA | | Civitas Resources, Inc. | CIVI | | Coterra Energy Inc. | CTRA | | Devon Energy Corporation | DVN | | Diamondback Energy Inc. | FANG | | EQT Corporation | EQT | | Expand Energy Corporation | EXE | | Murphy Oil Corporation | MUR | | Ovintiv Inc. | OVV | | Range Resources Corporation | RRC |

  44. Elements of Direct Compensation

    | Pay Component | Form of Pay | How Amount is Determined | Objective | | Base salary | Cash | Market-competitive amount that reflects the executive’s relative skills, responsibilities, experience and contributions | Provide a minimum, fixed level of cash compensation | | Annual incentive awards | Cash | Operational strategy execution, Net Debt/EBITDAX, Total Net Debt, Cash Costs, and ESG | Encourage short-term financial and operational performance that is aligned with our business strategy and will lead to long-term stockholder value | | Long-term incentive awards | Performance share units | Three one-year performance periods and one three-year performance period with vesting based on absolute total stockholder return Three one-year performance periods with vesting based on a Net Debt to EBITDAX multiple | Encourage performance that delivers value to, and direct alignment with, stockholders through stock price appreciation Encourage minimizing debt relative to cash flow | | | Restricted stock units | 33% vests on each of the first three anniversaries of grant | Provide an additional retention mechanism |

  45. Elements of Direct Compensation

    The CEO Target Compensation chart above reflects only compensation for Mr. Kennedy. Amounts reported in the Other NEOs’ Target Compensation chart exclude Mr. Rady. Percentages in the charts above were calculated based on amounts reported for 2025 in the Summary Compensation Table, except that (i) base compensation for each of Messrs. Kennedy and Krueger is annualized at the levels established for them in connection with their appointments as Chief Executive Officer and Chief Financial Officer, in August of 2025, and (ii) target annual incentive levels are used rather than actual 2025 annual incentive award levels.

  46. Annual Cash Incentive Awards

    Annual Cash Incentive Awards

  47. Purpose and Operation

    Purpose and Operation Annual cash incentive payments, which we also refer to as cash bonuses, are a key component of each Named Executive Officer’s annual compensation package. The annual cash incentive program is intended to drive the achievement of short-term (annual) goals. The Compensation Committee adopts bonus targets for the Named Executive Officers each year, expressed as a percentage of base salary attributable to services provided to us. These target bonus values are then multiplied by the total payout percentage resulting from the Company’s actual performance against the annual performance goals established by the Committee at the beginning of the fiscal year to determine the final bonus amount payable to each Named Executive Officer. Amounts under the program can be earned up to a maximum of 200% of bonus targets. Target bonus levels are established by the Compensation Committee after considering each Named Executive Officer’s experience, responsibilities, target bonuses for similarly situated executives of companies with which we compete for executive talent, and internal pay equity. The Compensation Committee retains discretion to modify all aspects of the program at any time prior to certification of performance and payments to the Named Executive Officers. This discretion ensures that compensation outcomes appropriately reflect Company and individual performance in light of changing business conditions, strategic priorities, or extraordinary events that may not have been anticipated when performance goals were established. This flexibility allows the Committee to exercise its business judgment, prevent unintended windfalls or shortfalls, and ensure that incentive compensation remains aligned with the long-term interests of shareholders. The bonus target percentages initially set for our Named Executive Officers in March of 2025 were unchanged from 2024. The Compensation Committee increased target bonus levels for Messrs. Kennedy and Krueger in connection with their promotions in August of 2025 to reflect the additional responsibilities associated with their new roles. The Compensation Committee did not increase Ms. Schultz’s target bonus in August of 2025 because her title did not change in connection with the executive transition. However, in the process of certifying performance and approving final bonus payments for 2025, the Compensation Committee reviewed the additional responsibilities Ms. Schultz took on in connection with the executive transition (three new divisions began reporting to her in August of 2025), and determined that she should receive a discretionary increase in her bonus payment to recognize her expanded role and to ensure internal pay equity. Consistent with applicable SEC rules, the discretionary portion of her bonus payment is reported in the “Bonus” column of the Summary Compensation Table rather than the “Non-Equity Incentive Plan” column.

  48. Purpose and Operation

    | Executive Officer | March 2025 Target Bonus (as a % of base salary) | August 2025 Target Bonus (as a % of base salary)(1) | | Michael N. Kennedy | 100% | 130% | | Yvette K. Schultz | 85% | 85% | | Brendan E. Krueger | 85% | 100% | | Paul M. Rady(2) | 130% | 130% |

  49. Purpose and Operation

    | (1) 2025 annual cash incentive payments are calculated using the base salary and target annual bonus in place for each executive as of December 31, 2025. | | (2) Consistent with the Emeritus Agreement (as defined and described further below), Mr. Rady’s 2025 annual cash incentive award was calculated using his target bonus and base salary in effect immediately prior to his transition to Chairman Emeritus, but pro-rated to reflect only the portion of the year that he served as Chief Executive Officer and President. |

  50. 2025 Performance Metrics

    2025 Performance Metrics In April of 2025 the Compensation Committee selected the metrics, weightings and performance levels for the 2025 annual cash incentive program reflected in the chart below. The 2025 annual incentive plan uses the same metrics and weightings as the 2024 program. The method of calculating each metric and the rationale for its selection are included further below.

  51. 2025 Performance Metrics

    | Selected Metrics | Weighting | Threshold Performance (50%) | Target Performance (100%) | Maximum (200%) | Performance Score (% of Target) | Weighted Score | | Operational Strategy Execution | | | | | | | | Meeting Budgeted D&C Capital | | | | | 166.1% | 41.5% | | Meeting Budgeted Production Volumes (MMcfe/d) | | | | | 200% | 50% | | Net Debt/EBITDAX | | | | | 137.5% | 17.2% | | Total Net Debt | | | | | 75.1% | 9.4% | | Cash Costs | | | | | 90.6% | 9.1% | | ESG | | Qualitative Assessment | | | 200% | 30% | | | | | | | Total | 157.2% |

  52. 2025 Performance Metrics

    | | - 2026 Proxy Statement 44 |

  53. 2025 Performance Metrics

    | Metric | Definition | Rationale | | D&C Capital | Drilling and Completion (“D&C”) capital represents the accrued drilling and completion capital for 2025, as presented in the 4th quarter of 2025, the full year earnings press release furnished as exhibit 99.1 to the Form 8-K filed with the SEC on February 11, 2026, and our Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 11, 2026. | Managing capital motivates our Named Executive Officers to operate within acceptable budgetary guidelines. | | Production Volumes | Average net production volumes on an equivalent basis (MMcfe/d), as presented in the full year earnings press release furnished as exhibit 99.1 to the Form 8-K filed with the SEC on February 11, 2026 and our Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 11, 2026. Assumes no adjustments related to royalty adjustments for uneconomic natural gas liquids (“NGLs”). | Production volumes are critical to our profitability. Measuring these volumes motivates our Named Executive Officers to grow our business responsibly. | | Net Debt/EBITDAX | Year-end 2025 Net Debt, defined as total long-term debt less cash, cash equivalents and restricted cash, divided by 2025 full-year Adjusted EBITDAX, defined as net income and comprehensive income attributable to Antero Resources Corporation, plus net income and comprehensive income attributable to noncontrolling interests, adjusted for (i) unrealized commodity derivative (gains) losses; (ii) amortization of deferred revenue, VPP; (iii) (gain) on sale of assets; (iv) interest expense, net; (v) loss on early extinguishment of debt; (vi) income tax expense (benefit); (vii) depletion, depreciation, amortization and accretion; (viii) impairment of property and equipment; (ix) exploration expense; (x) equity-based compensation expense; (xi) equity in earnings of unconsolidated affiliate; (xii) dividends from unconsolidated affiliate; (xiii) contract termination, loss contingency and settlements; (xiv) transaction expense and other; and (xv) Martica related adjustments, each as presented in the full year earnings press release furnished as exhibit 99.1 to the Form 8-K filed with the SEC on February 11, 2026. | Managing the balance sheet leverage is essential for growing our business efficiently. Net Debt/EBITDAX is a key debt coverage ratio that our Compensation Committee believes motivates management to minimize debt relative to cash flow. | | Total Net Debt | Year-end total Net Debt, defined as total long-term debt less cash, cash equivalents and restricted cash, as presented in the full year earnings press release furnished as exhibit 99.1 to the Form 8-K filed with the SEC on February 11, 2026. | Managing absolute levels of total debt incentivizes management to protect the balance sheet through cyclical commodity price environments that could result in material changes in the cash flow of the business. | | Cash Costs | Includes lease operating expense, gathering, compression, processing, transportation, production and ad valorem taxes, net marketing expense and general and administrative costs (excluding equity-based compensation). | Controlling cash costs motivates our Named Executive Officers to operate in a disciplined and efficient manner. | | Environmental and Safety | The Compensation Committee of our Board considered environmental and safety matters in this assessment, which included non-financial performance related to our safety record, reductions in greenhouse gas emissions, and the safety of our work environment and strong environmental record. | These functions are critical to the success of the business and the execution of our overall strategy. Our people are motivated to work in a safe environment that shows progress toward sustainability. |

  54. 2025 Performance Metrics

    | | - 2026 Proxy Statement 45 |

  55. 2025 Annual Incentive Program Payouts

    2025 Annual Incentive Program Payouts As described above, performance associated with the Annual Incentive Plan resulted in an overall achievement level of 157.2% of target. Upon discussion related to potential discretionary adjustments, it was unanimously agreed that considering the Company’s financial, operational and stock performance in 2025 no adjustments to the resulting payout should be made, except that Ms. Schultz’s target bonus amount should retroactively be increased from 85% to 100% of base salary to reflect the additional responsibilities assumed by her in August of 2025 and to ensure internal pay equity, as discussed in more detail above. When determining the performance score for the ESG metric the Compensation Committee considered the Company’s internal scorecard that highlighted the following specific achievements in the areas of environmental performance, safety factors, and social governance:

  56. 2025 Annual Incentive Program Payouts

    | • | Achieved our goal of addressing all-natural gas driven pneumatic devices by the end of 2025. In 2025, we eliminated or replaced 774 devices, bringing our total to approximately 7,779 since the initiative began in 2021. | | • | Methane leak loss rate declined to 0.008% in 2025 from 0.010% in 2024 | | • | Reduced both our TRIR and LTIR from 2024 | | • | Approximately 90.7% of total wastewater was recycled/reused in 2025 versus 89.3% in 2024 |

  57. 2025 Annual Incentive Program Payouts

    The 2025 annual cash bonus amounts reported below reflect the annual cash bonus paid to each Named Executive Officer for services provided to the Company.

  58. 2025 Annual Incentive Program Payouts

    | Executive Officer | Final Percentage of 2025 Target Bonus to be Paid for 2025 Performance | 2025 Annual Cash Bonus Payments(1) | | Michael N. Kennedy | 157.2% | $1,678,307 | | Yvette K. Schultz | 157.2% | $740,176 | | Brendan E. Krueger | 157.2% | $740,176 | | Paul M. Rady(2) | 157.2% | $1,421,862 |

  59. 2025 Annual Incentive Program Payouts

    | (1) Except for a portion of the payment to Ms. Schultz, the amounts in this column are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, below. Consistent with applicable SEC rules, because the determination to increase Ms. Schultz’s 2025 target bonus from 85% to 100% was discretionary and made in early 2026, the difference between the value of her bonus calculated using an 85% target and a 100% target is reported in the “Bonus” column of the Summary Compensation Table rather than the “Non-Equity Incentive Plan” column. | | (2) Consistent with the Emeritus Agreement (as defined and described further below), Mr. Rady’s 2025 annual cash incentive award was calculated using his target bonus and base salary in effect immediately prior to his transition to Chairman Emeritus, but pro-rated to reflect only the portion of the year that he served as Chief Executive Officer and President. |

  60. Long-Term Incentive Awards

    Long-Term Incentive Awards

  61. Annual Long-Term Incentive Awards Granted in 2025

    Annual Long-Term Incentive Awards Granted in 2025 Each of the Named Executive Officers received a grant comprised 50% of restricted stock units and 50% of performance share units in March of 2025 pursuant to the AR LTIP. The Compensation Committee grants RSUs as a retention tool and in order to align the interests of our Named Executive Officers with the interests of our stockholders and grants PSUs to incent management to make sound capital investment decisions that align with shareholder value creation. The restricted stock units, or “RSUs,” granted to the Named Executive Officers in 2025 vest ratably on the first three anniversaries of the date of grant, subject to continued service. One-half of the performance share units, or “PSUs,” granted to our Named Executive Officers in 2025 will vest based on absolute total stockholder return, or “TSR,” while the other half will vest based on our Net Debt to EBITDAX multiple. The Compensation Committee selected absolute TSR because it provides a rigorous framework that rewards the Named Executive Officers for improving absolute stock price, and because it directly aligns the incentive for our Named Executive Officers to our investors’ experience. The Compensation Committee selected Net Debt to EBITDAX multiple because managing balance sheet leverage is essential for growing our business efficiently and this metric is a key debt coverage measurement that the Compensation Committee believes will motivate management to minimize debt relative to cash flow.

  62. Annual Long-Term Incentive Awards Granted in 2025

    | | - 2026 Proxy Statement 46 |

  63. Absolute TSR PSUs

    Absolute TSR PSUs The absolute TSR PSUs granted in March of 2025 have four performance periods. One quarter of the target amount of PSUs may be earned based on performance for each of the following performance periods: March 7, 2025 to March 7, 2026; March 7, 2026 through March 7, 2027; March 7, 2027 to March 7, 2028; and March 7, 2025 to March 7, 2028. The TSR PSUs are settled following the end of each performance period. The payouts for the absolute March TSR PSUs are determined as follows:

  64. Absolute TSR PSUs

    | Performance Level | Absolute TSR | Percentage of Eligible Target Amount Earned for Each Performance Period % | Percentage of Target PSUs Earned for Each Performance Period | | Floor | 0 | 0% | 0% | | Target | 10% | 100% | 25% | | Maximum | 20% | 200% | 50% |

  65. Absolute TSR PSUs

    “Absolute TSR” for purposes of these PSUs is measured by reference to the Company’s 20-day average volume-weighted closing price per share of stock for the first twenty trading days of the applicable performance period and the Company’s 20-day average volume-weighted closing price per share of stock for the last twenty trading days of the applicable performance period. If the Company’s absolute TSR falls between the floor and target amounts or the target and maximum amounts, then the percentage of the target amount of PSUs that are earned for the relevant performance period will be determined using linear interpolation between the relevant performance levels.

  66. Net Debt to EBITDAX PSUs

    Net Debt to EBITDAX PSUs The Net Debt to EBITDAX multiple PSUs granted in March of 2025 have three performance periods. One third of the target amount of PSUs may be earned based on performance during each of the following performance periods: January 1, 2025 to December 31, 2025; January 1, 2026 through December 31, 2026; and January 1, 2027 to December 31, 2027. The 2025 Net Debt to EBITDAX PSUs are settled following the end of each performance period. The payouts for the Net Debt to EBITDAX PSUs are determined as follows:

  67. Net Debt to EBITDAX PSUs

    | Level | Net Debt to EBITDAX Multiple | Percentage of Eligible Target Amount Earned for Each Performance Period* | Percentage of Target Amount of PSUs Earned for Each Performance Period* | | Floor | > 2.5x | 0% | 0% | | Target | 2.0x | 100% | 33.33% | | Maximum | 1.5x | 200% | 66.66% |

  68. Net Debt to EBITDAX PSUs

    For definitions regarding “Net Debt” and “EBITDAX” as used in the 2025 Net Debt to EBITDAX multiple PSUs, please see “Annual Cash Incentive Awards–2025 Performance Metrics” above. If the Company’s Net Debt to EBITDAX multiple falls between the floor and target amounts or the target and maximum amounts, then the percentage of the target amount of PSUs that are earned for the relevant performance period will be determined using linear interpolation between the relevant performance levels.

  69. Net Debt to EBITDAX PSUs

    | | - 2026 Proxy Statement 47 |

  70. Target Value of Long-Term Incentive Awards

    Target Value of Long-Term Incentive Awards The table below shows the values approved by the Compensation Committee for the annual long-term incentive awards granted to our Named Executive Officers in 2025. These values were established by the Compensation Committee after referencing the long-term incentive awards of the Peer Group. These values served only as reference points. We consider individual performance, the nature and responsibility of the Named Executive Officer’s position, the impact, contribution and expertise of the Named Executive Officer, and the importance of retaining the individual along with the competitiveness of the market for the Named Executive Officer’s talents and services.

  71. Target Value of Long-Term Incentive Awards

    | Executive Officer | 2025 Target Long-Term Incentive Value(1) | | Michael N. Kennedy | $4,300,000 | | Yvette K. Schultz | $2,625,000 | | Brendan E. Krueger | $2,625,000 | | Paul M. Rady | $10,000,000 |

  72. Target Value of Long-Term Incentive Awards

    | (1) The amounts set forth in this column differ from the amounts set forth under the “Summary Compensation Table” and the “Grants of Plan-Based Awards for Fiscal Year 2025” below. When the Compensation Committee is evaluating the value of awards it will grant to the Named Executive Officers, it reviews the Company’s stock price leading up to the time of grant and the number of awards to be granted. The amounts set forth under “Summary Compensation Table” and the “Grants of Plan-Based Awards for Fiscal Year 2025” below reflect the grant date fair value of the number of restricted stock units and target performance share units granted, as computed in accordance with FASB ASC Topic 718, resulting in a slightly higher value attributable to the grants under those tables. |

  73. Target Value of Long-Term Incentive Awards

    The number of performance share units and restricted stock units granted to our Named Executive Officers in 2025 are described more fully under “Grants of Plan-Based Awards for Fiscal Year 2025” below.

  74. PSU Awards Performance Certification and Settlement

    PSU Awards Performance Certification and Settlement

  75. PSU Awards Performance Certification and Settlement

    | • | The performance period for the PSUs granted in October 2022 that vest based on absolute TSR ended on December 31, 2025, with such awards vesting at 81.59% of target cumulatively for all four performance periods. | | • | The performance period for the PSUs granted in October 2022 that vest based on Net Debt to EBITDAX ended on December 31, 2025, with such awards vesting at 193.51% of target cumulatively for all three performance periods. | | • | The performance period for the PSUs granted in 2023 that vest based on Net Debt to EBITDAX ended on December 31, 2025, with such awards vesting at 193.51% cumulatively for all three performance periods. | | • | The first performance period for the PSUs granted in 2025 that vest based on Net Debt to EBITDAX ended on December 31, 2025, with such awards vesting at 200% of the target number of PSUs eligible to vest with respect to performance for the first performance period (representing 66.66% of the total target number of Net Debt to EBITDAX PSUs granted in 2025). | | • | The performance period for the PSUs granted in 2023 that vest based on absolute TSR ended on March 7, 2026, with such awards vesting at 75.38% cumulatively for all four performance periods. | | • | The first performance period for the PSUs granted in 2025 that vest based on absolute TSR ended on March 7, 2026, with such awards vesting at 0% for the first performance period because performance fell below the threshold level. The 2025 absolute TSR PSUs that vest based on performance during the first performance period were forfeited as a result. |

  76. PSU Awards Performance Certification and Settlement

    All awards described above were settled shortly after certification of the performance level by our Compensation Committee.

  77. PSU Awards Performance Certification and Settlement

    | | - 2026 Proxy Statement 48 |

  78. Severance Plan

    Severance Plan On September 17, 2025, the Company adopted the Antero Resources Corporation Executive Severance Plan (the “Severance Plan”), which provides payments and benefits to participants in the event of certain qualifying terminations of employment. Receipt of such payments and benefits is contingent upon the eligible executive’s (x) execution of a release of claims against the Company and its affiliates, (y) compliance with a one year non-competition and non-solicitation obligation, and (z) compliance with the defense of claims, confidentiality, and non-disparagement provisions of the Severance Plan. The Compensation Committee believes that a severance plan is an important component of a competitive executive compensation program and is necessary to attract and retain highly qualified executive talent. The Severance Plan is designed to keep executives focused on pursuing corporate transactions and strategic alternatives that are in the best interests of shareholders, without being influenced by concerns over their own job security. The Compensation Committee also believes that providing severance protection through a formal plan, rather than through individually negotiated agreements, ensures consistency in the Company’s severance practices, ensuring internal pay equity and reducing the administrative costs of the program. We also believe that maintaining a severance plan

  79. Severance Plan

    | | - 2026 Proxy Statement 49 |

  80. Severance Plan

    provides greater transparency to shareholders regarding potential termination costs. The Severance Plan is overseen by the Compensation Committee. Each of our Named Executive Officers participates in the Severance Plan. The terms of Mr. Rady’s participation in the Severance Plan are consistent with the terms of the Chairman Emeritus Agreement entered into between Mr. Rady, the Company and Antero Midstream on August 14, 2025. The specific payments and benefits that each of our Named Executive Officers are entitled to pursuant to the Severance Plan are described and quantified in the section below entitled “Potential Payments Upon a Termination or a Change in Control.”

  81. Annual Cash Incentive Awards

    Annual Cash Incentive Awards In April 2026, the Compensation Committee approved an annual incentive plan for the 2026 fiscal year. The 2026 annual incentive plan structure mirrors the 2025 annual incentive plan. We believe this structure motivates our Named Executive Officers to accomplish specific objectives that are important to our success and sustainable growth.

  82. Long-Term Incentive Awards

    Long-Term Incentive Awards Consistent with 2025, the Compensation Committee granted 50% performance-based long-term equity awards and 50% time-based equity awards to our Named Executive Officers in March 2026. These awards are subject to the terms and provisions of the AR LTIP and the award agreements pursuant to which they were granted.

  83. Risk Assessment

    | • | The Compensation Committee believes our overall compensation program provides a reasonable balance between short- and long-term objectives, which helps mitigate the risk of excessive risk-taking in the short-term. | | • | The metrics that determine ultimate value awarded under our incentive compensation programs are associated with total Company value. We do not believe these metrics create pressure to meet specific financial or individual performance goals. | | • | The mix of time- and performance-based equity awards and multi-year vesting of our equity awards discourages excessive risk-taking and undue focus on short-term gains that may not be sustainable. |

  84. Equity Award Grant Timing

    Equity Award Grant Timing The Compensation Committee does not grant long term incentive awards in anticipation of the release of material non-public information likely to result in changes to the price of our stock. Vested shares are automatically granted on specified dates on a quarterly basis to the non-employee members of our Board. Grants of restricted stock units and performance share units to our executive officers typically occur in the first week of March. These grants are generally made effective on the date of approval. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of such awards. The Compensation Committee has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, the Company did not grant stock options or stock appreciation rights (or similar awards).

  85. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table summarizes, with respect to our Named Executive Officers, information relating to the compensation earned for services rendered to the Company during the fiscal years ended December 31, 2025, 2024, and 2023.

  86. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(4) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Michael N. Kennedy (Chief Executive Officer and President, Former Chief Financial Officer and Sr. Vice President—Finance) | 2025 | 655,470 | — | 4,325,734 | 1,678,307 | 28,145 | 6,687,656 | | | 2024 | 554,925 | — | 4,469,982 | 1,037,390 | 27,555 | 6,089,852 | | | 2023 | 540,870 | 266,667 | 4,631,209 | 649,044 | 26,656 | 6,114,446 | | Yvette K. Schultz (Chief Compliance Officer, Sr. Vice President—Legal, General Counsel and Corporate Secretary) | 2025 | 407,885 | 191,596 | 2,640,712 | 548,580 | 28,145 | 3,816,918 | | | 2024 | 399,399 | — | 2,728,782 | 634,649 | 27,555 | 3,790,385 | | | 2023 | 389,263 | — | 2,827,203 | 397,048 | 30,731 | 3,644,245 | | Brendan E. Krueger (Chief Financial Officer, Senior Vice President—Finance, Treasurer) | 2025 | 420,909 | — | 2,640,712 | 740,176 | 15,330 | 3,817,127 | | | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | | Paul M. Rady (Chairman Emeritus, Former Chairman of the Board of Directors, Former Chief Executive Officer and President) | 2025 | 734,260 | — | 10,059,907 | 1,421,862 | 15,330 | 12,231,359 | | | 2024 | 1,093,092 | — | 10,395,386 | 2,656,488 | 15,215 | 14,160,181 | | | 2023 | 1,065,350 | — | 10,770,416 | 1,661,946 | 14,751 | 13,512,463 |

  87. 2025 Summary Compensation Table

    | (1) The amounts in this column represent the grant date fair value of restricted stock units and performance share units granted to the Named Executive Officers in 2025 pursuant to the AR LTIP, each as computed in accordance with FASB ASC Topic 718. See Note 9 to our consolidated financial statements on Form 10-K for the year ended December 31, 2025, for additional detail regarding assumptions underlying the value of these equity awards. If the maximum level of performance for the annual Net Debt to EBITDAX PSUs granted in March 2025 was achieved, then the value of such award granted to Messrs. Rady, Kennedy, and Krueger, and Ms. Schultz would be $4,979,258, $2,141,051, $1,307,049, and $1,307,049, respectively. | | (2) The amounts in this column represent the annual incentive plan payments. | | (3) The amounts in this column represent the Company’s 401(k) match for fiscal year 2025 for each participating Named Executive Officer. Additionally, for Mr. Kennedy and Ms. Schultz, this amount includes $12,815, which is an amount paid by the Company for the cost of financial services provided to each of Mr. Kennedy and Ms. Schultz by Ayco Financial Planning and Consulting during 2025. Although no reportable perquisite amount was incurred, Mr. Kennedy occasionally had his spouse accompany him on business-related flights in 2025. | | (4) The Compensation Committee did not increase Ms. Schultz’s target bonus in August of 2025 because her title did not change in connection with the executive transition. However, in the process of certifying performance and approving final bonus payments for 2025, the Compensation Committee reviewed the additional responsibilities Ms. Schultz took on in connection with the executive transition (three new divisions began reporting to her in August of 2025), and determined that she should receive a discretionary increase in her bonus payment to recognize her expanded role and to ensure internal pay equity. Consistent with applicable SEC rules, the discretionary portion of her bonus payment is reported in the “Bonus” column of the Summary Compensation Table rather than the “Non-Equity Incentive Plan” column. |

  88. 2025 Summary Compensation Table

    | | - 2026 Proxy Statement 55 |

  89. Grants of Plan-Based Awards for Fiscal Year 2025

    Grants of Plan-Based Awards for Fiscal Year 2025 The table below sets forth the awards granted to our Named Executive Officers during 2025, including awards under the 2025 annual cash incentive plan and the performance share units and restricted stock units granted under the AR LTIP.

  90. Grants of Plan-Based Awards for Fiscal Year 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#)(3) | Awards ($)(4) | | Michael N. Kennedy | | 533,813 | 1,067,625 | 2,135,250 | | | | | | | Absolute TSR PSUs(5) | 3/7/25 | | | | — | 31,823 | 63,646 | | 1,114,123 | | Net Debt to EBITDAX PSUs(6) | 3/7/25 | | | | — | 31,823 | 63,646 | | 1,070,526 | | RSUs(7) | 3/7/25 | | | | | | | 63,647 | 2,141,085 | | Yvette K. Schultz | | 174,485 | 348,969 | 697,938 | | | | | | | Absolute TSR PSUs(5) | 3/7/25 | | | | — | 19,427 | 38,854 | | 680,139 | | Net Debt to EBITDAX PSUs(6) | 3/7/25 | | | | — | 19,427 | 38,854 | | 653,524 | | RSUs(7) | 3/7/25 | | | | | | | 38,854 | 1,307,049 | | Brendan E. Krueger | | 235,425 | 470,850 | 941,700 | | | | | | | Absolute TSR PSUs(5) | 3/7/25 | | | | — | 19,427 | 38,854 | | 680,139 | | Net Debt to EBITDAX PSUs(6) | 3/7/25 | | | | — | 19,427 | 38,854 | | 653,524 | | RSUs(7) | 3/7/25 | | | | | | | 38,854 | 1,307,049 | | Paul M. Rady | | 730,398 | 1,460,796 | 2,921,591 | | | | | | | Absolute TSR PSUs(5) | 3/7/25 | | | | — | 74,008 | 148,016 | | 2,591,020 | | Net Debt to EBITDAX PSUs(6) | 3/7/25 | | | | — | 74,008 | 148,016 | | 2,489,629 | | RSUs(7) | 3/7/25 | | | | | | | 148,016 | 4,979,258 |

  91. Grants of Plan-Based Awards for Fiscal Year 2025

    | (1) These columns represent the threshold, target and maximum amount that may be earned under our 2025 annual cash incentive plan. | | (2) These columns reflect the threshold, target and maximum number of shares that may be earned under performance share units granted to each of Messrs. Rady, Kennedy, and Krueger and Ms. Schultz on March 7, 2025. | | (3) This column reflects the number of restricted stock units granted to each of Messrs. Rady, Kennedy, and Krueger and Ms. Schultz on March 7, 2025. | | (4) The amounts in this column represent the grant date fair value of restricted stock units and performance share units granted to the Named Executive Officers pursuant to the AR LTIP, as computed in accordance with FASB ASC Topic 718. See Note 9 to our consolidated financial statements on Form 10-K for the year ended December 31, 2025, for additional detail regarding assumptions underlying the value of these equity awards. | | (5) One quarter of the absolute TSR PSUs granted on March 7, 2025 are earned (or not) based upon our TSR performance for each of four performance periods: (i) from March 7, 2025 to March 7, 2026, (ii) from March 7, 2026 to March 7, 2027, (iii) from March 7, 2027 to March 7, 2028, and (iv) from March 7, 2025 to March 7, 2028. The Named Executive Officers are each eligible to receive up to 200% of one quarter of the target amount of TSR PSUs awarded, as determined at the end of each applicable performance period (subject to continued service through the fourth and final performance period). There is no performance threshold applicable to the absolute TSR PSUs, but if TSR performance falls between zero and target performance (10% absolute TSR) or between target and maximum performance (20% absolute TSR), then the number of absolute TSR PSUs that will become vested and earned will be determined using linear interpolation between the relevant performance levels. | | (6) One third of the Net Debt to EBITDAX PSUs granted on March 7, 2025 are earned (or not) based upon our Net Debt to EBITDAX multiple for each of three performance periods: (i) from January 1, 2025 to December 31, 2025, (ii) from January 1, 2026 to December 31, 2026, and (iii) from January 1, 2027 to December 31, 2027. The Named Executive Officers are each eligible to receive up to 200% of one third of the target amount of Net Debt to EBITDAX PSUs awarded, as determined at the end of each applicable performance period. There is no performance threshold applicable to the Net Debt to EBITDAX PSUs, but if the Net Debt to EBITDAX multiple falls between 2.5x (or higher) and target performance (2.0x) or between target and maximum performance (1.5x), then the number of Net Debt to EBITDAX PSUs that will become vested and earned will be determined using linear interpolation between the relevant performance levels. | | (7) The restricted stock units granted to the Named Executive Officers on March 7, 2025 are subject to ratable vesting on the first three anniversaries of March 7, 2025, in each case, subject to such Named Executive Officer’s continued employment through such date. |

  92. Grants of Plan-Based Awards for Fiscal Year 2025

    | | - 2026 Proxy Statement 56 |

  93. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The following is a discussion of material factors necessary to an understanding of the information disclosed in the Summary Compensation Table and the Grants of Plan-Based Awards for Fiscal Year 2025 table.

  94. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information concerning equity awards granted by the Company to our Named Executive Officers that had not vested as of December 31, 2025.

  95. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Unexercisable (#) | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Units That Have Not Vested (#) | Market Value of Units That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Michael N. Kennedy | | | | | | | | | | Restricted Stock Units(3) | | | | | 236,048 | 8,134,214 | | | | Performance Share Units(4) | | | | | | | 137,440 | 4,736,182 | | Yvette K. Schultz | | | | | | | | | | Restricted Stock Units(3) | | | | | 144,100 | 4,965,686 | | | | Performance Share Units(4) | | | | | | | 83,901 | 2,891,228 | | Brendan E. Krueger | | | | | | | | | | Restricted Stock Units(3) | | | | | 123,051 | 4,240,337 | | | | Performance Share Units(4) | | | | | | | 73,598 | 2,536,187 | | Paul M. Rady | | | | | | | | | | Restricted Stock Units(3) | | | | | 548,958 | 18,917,093 | | | | Performance Share Units(4) | | | | | | | 319,628 | 11,014,381 |

  96. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) The amounts reflected in this column represent the market value of our common stock underlying (i) the unvested restricted stock units and (ii) the performance share units for which performance has been achieved but which require continued service, in each case, held by the Named Executive Officers, computed based on the closing price of our common stock on December 31, 2025, which was $34.46 per share. | | (2) The amounts reflected in this column represent the market value of our common stock underlying the performance share units reported in the preceding column, computed based on the closing price of our common stock on December 31, 2025, which was $34.46 per share. |

  97. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | - 2026 Proxy Statement 58 |

  98. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) The amounts in this row represent unvested restricted stock units and unvested performance share units for which the applicable performance goals have been achieved held by each Named Executive Officer that vest on the applicable remaining vesting dates as follows, subject to the Named Executive Officer’s continued employment: |

  99. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | Award | Number Unvested on 12/31/2025 | Vesting Schedule | Remaining Vesting Dates | | Michael N. Kennedy | 2023 RSU | 27,607 | Ratable | March 7, 2026 | | | 2024 RSU | 53,343 | Ratable | March 7, 2026 and March 7, 2027 | | | 2025 RSU | 63,647 | Ratable | March 7, 2026, March 7, 2027 and March 7, 2028 | | | 2023 Absolute TSR PSU | 20,704 | Vest in full | March 7, 2026 | | | 2024 Absolute TSR PSU | 20,002 | Vest in full | March 7, 2027 | | | 2024 Net Debt to EBITDAX PSU | 50,745 | Vest in full | December 31, 2026 | | Yvette K. Schultz | 2023 RSU | 16,854 | Ratable | March 7, 2026 | | | 2024 RSU | 32,564 | Ratable | March 7, 2026 and March 7, 2027 | | | 2025 RSU | 38,854 | Ratable | March 7, 2026, March 7, 2027 and March 7, 2028 | | | 2023 Absolute TSR PSU | 12,640 | Vest in full | March 7, 2026 | | | 2024 Absolute TSR PSU | 12,210 | Vest in full | March 7, 2027 | | | 2024 Net Debt to EBITDAX PSU | 30,978 | Vest in full | December 31, 2026 | | Brendan E. Krueger | 2023 RSU | 13,483 | Ratable | March 7, 2026 | | | 2024 RSU | 26,052 | Ratable | March 7, 2026 and March 7, 2027 | | | 2025 RSU | 38,854 | Ratable | March 7, 2026, March 7, 2027 and March 7, 2028 | | | 2023 Absolute TSR PSU | 10,112 | Vest in full | March 7, 2026 | | | 2024 Absolute TSR PSU | 9,768 | Vest in full | March 7, 2027 | | | 2024 Net Debt to EBITDAX PSU | 24,782 | Vest in full | December 31, 2026 | | Paul M. Rady | 2023 RSU | 64,203 | Ratable | March 7, 2026 | | | 2024 RSU | 124,054 | Ratable | March 7, 2026 and March 7, 2027 | | | 2025 RSU | 148,016 | Ratable | March 7, 2026, March 7, 2027 and March 7, 2028 | | | 2023 Absolute TSR PSU | 48,152 | Vest in full | March 7, 2026 | | | 2024 Absolute TSR PSU | 46,520 | Vest in full | March 7, 2027 | | | 2024 Net Debt to EBITDAX PSU | 118,013 | Vest in full | December 31, 2026 |

  100. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | - 2026 Proxy Statement 59 |

  101. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) This row includes outstanding performance share units as set forth below. The amounts included in the below table reflect (A) target performance for all performance share units for which the applicable performance periods had not yet begun as of December 31, 2025 because no such performance share units have a threshold and (B) reflect one tier above actual performance as of December 31, 2025 for all performance share units for which the applicable performance periods had begun as of December 31, 2025 but were not yet completed as of such date. Performance share units for which the applicable performance period was completed as of December 31, 2025 but which require each Named Executive Officer’s continued employment through a later date are reported in the “Number of Units That Have Not Vested” column and described in Footnote 3 to this table. The actual number of shares earned pursuant to performance share units may vary substantially from the amounts set forth above based on actual performance through the end of the applicable performance period. |

  102. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | Award | Number of Unvested PSUs on 12/31/2025 | Reported Performance Level | Applicable Performance Period and Performance Period End Date | | Michael N. Kennedy | 2023 Absolute TSR PSU | 10,352 | Target | One-year performance period ending March 7, 2026 | | | 2023 Absolute TSR PSU | 20,706 | Maximum | Three-year performance period ending March 7, 2026 | | | 2024 Net Debt to EBITDAX PSU | 13,336 | Target | One-year performance period ending December 31, 2026 | | | 2024 Absolute TSR PSU | 10,002 | Target | One-year performance period ending March 7, 2026 | | | 2024 Absolute TSR PSU | 10,002 | Target | One-year performance period ending March 7, 2027 | | | 2024 Absolute TSR PSU | 20,004 | Maximum | Three-year performance period ending March 7, 2027 | | | 2025 Net Debt to EBITDAX PSU | 10,608 | Target | One-year performance period ending December 31, 2026 | | | 2025 Net Debt to EBITDAX PSU | 10,607 | Target | One-year performance period ending December 31, 2027 | | | 2025 Absolute TSR PSU | 7,956 | Target | One-year performance period ending March 7, 2026 | | | 2025 Absolute TSR PSU | 7,956 | Target | One-year performance period ending March 7, 2027 | | | 2025 Absolute TSR PSU | 7,956 | Target | One-year performance period ending March 7, 2028 | | | 2025 Absolute TSR PSU | 7,955 | Target | Three-year performance period ending March 7, 2028 | | Yvette K. Schultz | 2023 Absolute TSR PSU | 6,320 | Target | One-year performance period ending March 7, 2026 | | | 2023 Absolute TSR PSU | 12,638 | Maximum | Three-year performance period ending March 7, 2026 | | | 2024 Net Debt to EBITDAX PSU | 8,141 | Target | One-year performance period ending December 31, 2026 | | | 2024 Absolute TSR PSU | 6,106 | Target | One-year performance period ending March 7, 2026 | | | 2024 Absolute TSR PSU | 6,106 | Target | One-year performance period ending March 7, 2027 | | | 2024 Absolute TSR PSU | 12,212 | Maximum | Three-year performance period ending March 7, 2027 | | | 2025 Net Debt to EBITDAX PSU | 6,476 | Target | One-year performance period ending December 31, 2026 | | | 2025 Net Debt to EBITDAX PSU | 6,475 | Target | One-year performance period ending December 31, 2027 | | | 2025 Absolute TSR PSU | 4,857 | Target | One-year performance period ending March 7, 2026 | | | 2025 Absolute TSR PSU | 4,857 | Target | One-year performance period ending March 7, 2027 | | | 2025 Absolute TSR PSU | 4,857 | Target | One-year performance period ending March 7, 2028 | | | 2025 Absolute TSR PSU | 4,856 | Target | Three-year performance period ending March 7, 2028 |

  103. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | - 2026 Proxy Statement 60 |

  104. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | Award | Number of Unvested PSUs on 12/31/2025 | Reported Performance Level | Applicable Performance Period and Performance Period End Date | | Brendan E. Krueger | 2023 Absolute TSR PSU | 5,056 | Target | One-year performance period ending March 7, 2026 | | | 2023 Absolute TSR PSU | 10,112 | Maximum | Three-year performance period ending March 7, 2026 | | | 2024 Net Debt to EBITDAX PSU | 6,513 | Target | One-year performance period ending December 31, 2026 | | | 2024 Absolute TSR PSU | 4,884 | Target | One-year performance period ending March 7, 2026 | | | 2024 Absolute TSR PSU | 4,885 | Target | One-year performance period ending March 7, 2027 | | | 2024 Absolute TSR PSU | 9,770 | Maximum | Three-year performance period ending March 7, 2027 | | | 2025 Net Debt to EBITDAX PSU | 6,476 | Target | One-year performance period ending December 31, 2026 | | | 2025 Net Debt to EBITDAX PSU | 6,475 | Target | One-year performance period ending December 31, 2027 | | | 2025 Absolute TSR PSU | 4,857 | Target | One-year performance period ending March 7, 2026 | | | 2025 Absolute TSR PSU | 4,857 | Target | One-year performance period ending March 7, 2027 | | | 2025 Absolute TSR PSU | 4,857 | Target | One-year performance period ending March 7, 2028 | | | 2025 Absolute TSR PSU | 4,856 | Target | Three-year performance period ending March 7, 2028 | | Paul M. Rady | 2023 Absolute TSR PSU | 24,075 | Target | One-year performance period ending March 7, 2026 | | | 2023 Absolute TSR PSU | 48,152 | Maximum | Three-year performance period ending March 7, 2026 | | | 2024 Net Debt to EBITDAX PSU | 31,014 | Target | One-year performance period ending December 31, 2026 | | | 2024 Absolute TSR PSU | 23,260 | Target | One-year performance period ending March 7, 2026 | | | 2024 Absolute TSR PSU | 23,260 | Target | One-year performance period ending March 7, 2027 | | | 2024 Absolute TSR PSU | 46,520 | Maximum | Three-year performance period ending March 7, 2027 | | | 2025 Net Debt to EBITDAX PSU | 24,669 | Target | One-year performance period ending December 31, 2026 | | | 2025 Net Debt to EBITDAX PSU | 24,670 | Target | One-year performance period ending December 31, 2027 | | | 2025 Absolute TSR PSU | 18,502 | Target | One-year performance period ending March 7, 2026 | | | 2025 Absolute TSR PSU | 18,502 | Target | One-year performance period ending March 7, 2027 | | | 2025 Absolute TSR PSU | 18,502 | Target | One-year performance period ending March 7, 2028 | | | 2025 Absolute TSR PSU | 18,502 | Target | Three-year performance period ending March 7, 2028 |

  105. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | - 2026 Proxy Statement 61 |

  106. Option Exercises and Stock Vested in Fiscal Year 2025

    Option Exercises and Stock Vested in Fiscal Year 2025 The following table provides information concerning equity awards that vested or were exercised by our Named Executive Officers during the 2025 fiscal year.

  107. Option Exercises and Stock Vested in Fiscal Year 2025

    | | Option Awards(1) | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Michael N. Kennedy | — | — | 337,489 | 11,663,937 | | Yvette K. Schultz | — | — | 231,364 | 8,010,880 | | Brendan E. Krueger | — | — | 195,560 | 6,758,742 | | Paul M. Rady | — | — | 914,230 | 31,602,380 |

  108. Option Exercises and Stock Vested in Fiscal Year 2025

    | (1) There were no stock option exercises during the 2025 fiscal year. | | (2) This column reflects the number of restricted stock units and performance share units held by each Named Executive Officer that vested during the 2025 fiscal year. | | (3) The amounts reflected in this column represent the aggregate market value realized by each Named Executive Officer upon vesting of the restricted stock units and the performance share units, computed based on the closing price of our common stock on the applicable vesting date. |

  109. Pension Benefits

    Pension Benefits We do not provide pension benefits to our employees.

  110. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not provide nonqualified deferred compensation benefits to our employees.

  111. Nonqualified Deferred Compensation

    | | - 2026 Proxy Statement 62 |

  112. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  113. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, this section provides information regarding the relationship of the annual total compensation of all of our employees to the annual total compensation of our Chief Executive Officer, Mr. Kennedy. For 2025, the median of the annual total compensation of all Company employees (other than our Chief Executive Officer and our former Chief Executive Officer, Mr. Rady), calculated in accordance with paragraph (c)(2)(x) of Item 402 of Regulation S-K, was $137,783, and the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table and adjusted for annualization of gross salary for the period from January 1, 2025 to August 13, 2025 (the date on which Mr. Kennedy began serving as our Chief Executive Officer), was $8,965,993. Based on this information, for 2025, the ratio of the annual total compensation of our Chief Executive Officer and our former Chief Executive Officer to the median of the annual total compensation of all of our employees was approximately 65 to 1.

  114. Pay Versus Performance

    Pay Versus Performance Pursuant to the amendments to Section 14(i) of the Exchange Act, Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, this section provides information regarding the relationship of compensation paid to our Named Executive Officers (“NEOs”) relative to our financial performance. The following table summarizes compensation values reported in the Summary Compensation Table for our principal executive officer (“PEO”) and the average for our other NEOs, as compared to “compensation actually paid” or “CAP” and the Company’s financial performance for the years ended December 31, 2025, 2024, 2023, 2022, and 2021:

  115. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2) | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) | Value of Initial Fixed $100 Investment Based On: | | | Net Income ($MM)(4) | Total Net Debt ($MM)(5) | | | | | | | | | TSR | 2024 Peer Group TSR(3) | 2025 Peer Group TSR(3) | | | | (a) | (b-1) | (b-2) | (c-1) | (c-2) | (d) | (e) | (f) | (g-1) | (g-2) | (h) | (i) | | 2025 | $12,231,359 | $6,687,656 | $12,771,849 | $6,925,302 | $3,817,023 | $4,026,716 | $632 | $342 | $311 | $675 | $1,188 | | 2024 | $14,160,181 | | $40,471,186 | | $4,940,119 | $12,567,940 | $643 | $326 | $307 | $94 | $1,489 | | 2023 | $13,512,463 | | $(6,495,757) | | $4,879,345 | $1,133,652 | $416 | $319 | $324 | $297 | $1,538 | | 2022 | $24,641,821 | | $65,573,452 | | $7,538,143 | $14,955,404 | $569 | $321 | $315 | $1,999 | $1,183 | | 2021 | $6,456,142 | | $34,006,228 | | $1,966,171 | $12,904,483 | $321 | $213 | $209 | $(162) | $2,125 |

  116. Pay Versus Performance

    | (1) The PEO reflected in columns (b-1) and (c-1) represents Paul M. Rady who served as our PEO through August 15, 2025 and the PEO reflected in columns (b-2) and (c-2) represents Michael N. Kennedy who has served as our PEO since August 15, 2025. The non-PEO NEOs reflected in columns (d) and (e) represent the following individuals by year: |

  117. Pay Versus Performance

    | a. | 2025: Yvette K. Schultz and Brendan E. Krueger. |

  118. Pay Versus Performance

    | b. | 2024: Michael N. Kennedy and Yvette K. Schultz. |

  119. Pay Versus Performance

    | c. | 2023: Michael N. Kennedy and Yvette K. Schultz. |

  120. Pay Versus Performance

    | d. | 2022: Michael N. Kennedy, W. Patrick Ash and Yvette K. Schultz. |

  121. Pay Versus Performance

    | e. | 2021: Alvyn A. Schopp, Michael N. Kennedy, W. Patrick Ash and Glen C. Warren, Jr. |

  122. Pay Versus Performance

    | (2) The Company deducted from and added to the Summary Compensation Table total compensation the following amounts to calculate compensation actually paid in accordance with Item 402(v) of Regulation S-K as disclosed in columns (c) and (e) for each PEO and Non-PEO NEOs in 2025. As the Company’s NEOs do not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. |

  123. Pay Versus Performance

    | | 2025 | | | | | Paul Rady | Michael Kennedy | Average Non-CEO NEOs | | Total Compensation from Summary Compensation Table | $12,231,359 | $6,687,656 | $3,817,023 | | Adjustments for Equity Awards | | | | | Grant date values in the Summary Compensation Table | $(10,059,907) | $(4,325,734) | $(2,640,712) | | Year-end fair value of unvested awards granted in the current year | $12,873,692 | $5,535,645 | $3,379,327 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $(2,296,451) | $(978,357) | $(542,592) | | Fair values at vest date for awards granted and vested in current year | $ — | $ — | $ — | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $23,156 | $6,092 | $13,670 | | Forfeitures during current year equal to prior year-end fair value | $ — | $ — | $ — | | Dividends or dividend equivalents not otherwise included in the total compensation | $ — | $ — | $ — | | Total Adjustments for Equity Awards | $540,490 | $237,646 | $209,693 | | Compensation Actually Paid (as calculated) | $12,771,849 | $6,925,302 | $4,026,716 |

  124. Pay Versus Performance

    a

  125. Pay Versus Performance

    | (3) The peer group disclosed is the group of companies whose executive compensation we consider when determining our NEO’s compensation as described in “Compensation Discussion and Analysis—Implementing Our Compensation Program Objectives—Competitive Peer Analysis”. For 2025, the peer group was comprised of APA Corp., Civitas Resources, Inc., Coterra Energy Inc., Devon Energy Corporation, Diamondback Energy Inc., EQT Corporation, Expand Energy Corporation, Murphy Oil Corporation, Ovintiv Inc., and Range Resources Corporation. The 2025 peer group removed Marathon Oil Corporation, and Southwestern Energy Company and added Civitas Resources, Inc., Expand Energy Corporation, and Murphy Oil Corporation when compared to the 2024 peer group to reflect shifts in the market, including as a result of merger activity, and maintain a comparable peer group. The value of the initial $100 fixed investment of the 2024 peer group’s TSR for the 2025 year is included in column (g-1). |

  126. Pay Versus Performance

    | | - 2026 Proxy Statement 74 |

  127. Pay Versus Performance

    | (4) The amounts in this column represent the Company’s net income (loss) including noncontrolling interests as required to be reported by Item 402(v)(2)(v) of Regulation S-K and as reported in our consolidated financial statements. In prior years, this column contained only the net income (loss) attributable to the Company. |

  128. Pay Versus Performance

    | (5) Total Net Debt is calculated as total long-term debt less cash, cash equivalents and restricted cash, in each case as reported in our audited financial statements for each period presented. |

  129. Narrative Disclosure to Pay versus Performance Table

    Narrative Disclosure to Pay versus Performance Table The illustrations below provide a graphical description of CAP and the following measures:

  130. Narrative Disclosure to Pay versus Performance Table

    | • | the Company’s cumulative TSR and the Peer Group’s cumulative TSR; | | • | the Company’s Net Income; and | | • | the Company selected measure, which is Total Net Debt. |