UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): ~~January~~February 283, 2026

ANTERO RESOURCES CORPORATION

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware		001-36120		80-0162034
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

1615 Wynkoop Street

Denver, Colorado 80202

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, ~~including~~Including ~~area~~Area ~~code~~Code (303) 357-7310

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to ~~Section~~section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Title of each class on which registered	Trading Symbol(s)	Name of each exchange
Common Stock, par value $0.01 Per Share	AR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item~~Introductory ~~1.01 Entry into a Material Definitive Agreement.~~Note

On ~~January~~February 283, 2026, Antero Resources Corporation (the “Company”) completed ~~its~~the previously announced ~~underwritten~~acquisition ~~public~~of HG ~~offering~~Energy ~~(the~~II ~~“Offering”) of~~Production ~~$750~~Holdings,~~000,000~~ LLC ~~aggregate~~(“HG ~~principal~~Production”) from ~~amount~~HG ofEnergy ~~its~~II LLC ~~5.400% Senior Notes due 2036~~ (~~the~~ “~~Notes~~HG Energy”). ~~The~~for ~~Offering~~cash consideration of ~~the~~approximately ~~Notes~~$2.8 ~~was registered~~billion ~~under~~ (the ~~Securities~~“Antero ~~Act~~Resources ofHG ~~1933 pursuant to an automatic shelf registration statement on Form S-3 (Registration No. 333-292670~~Acquisition”), ofas ~~the~~contemplated ~~Company,~~by ~~filed with~~ the ~~U.S.~~Membership ~~Securities~~Interest ~~and~~Purchase ~~Exchange~~Agreement ~~Commission~~ (the “~~Commission~~Purchase Agreement”), ondated ~~January~~December 125, ~~2026 (the “Registration Statement”)~~2025, by and ~~made~~among ~~pursuant to~~ the ~~prospectus~~Company, ~~dated~~HG ~~January 12~~Energy, ~~2026~~HG Production, asHG ~~supplemented~~Energy byII ~~the~~Midstream ~~prospectus supplement~~Holdings, ~~dated January 13,~~LLC ~~2026,~~and ~~filed~~Antero ~~with~~Midstream ~~the~~Partners ~~Commission~~LP (together, the “Parties”).

~~The~~Item ~~Company issued the Notes pursuant to an indenture, dated January 28, 2026 (the “Base Indenture”), between the Company and Computershare Trust Company, N~~1.~~A.,~~01 asEntry ~~trustee~~Into ~~(the “Trustee”), as supplemented with respect to the Notes by~~ a ~~first~~Material ~~supplemental~~Definitive ~~indenture, dated January 28, 2026 (the “First Supplemental Indenture”), between the Company and the Trustee.~~Agreement

The ~~Notes~~information ~~will~~contained ~~bear~~in ~~interest at~~Item ~~a rate of 5~~2.~~400%~~03 ~~per year. Interest on the Notes~~ is ~~payable~~incorporated onby ~~February 1~~reference ~~and~~into ~~August 1~~this ofItem ~~each year, commencing August~~ 1~~, 2026~~. ~~Interest on the Notes will be payable to the holders of record of the Notes at the close of business on the immediately preceding January 15 and July 15, respectively (whether or not a business day)~~01. The Notes are senior unsecured obligations of the Company and will rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness from time to time outstanding. The Notes will not be guaranteed by any of the Company’s subsidiaries and will therefore be structurally subordinated to all existing and future indebtedness of the Company’s subsidiaries. The Base Indenture contains covenants that limit the ability of the Company and its consolidated subsidiaries to, among other things, incur liens and the ability of the Company to merge, consolidate or transfer substantially all of its assets. The Notes will be redeemable prior to maturity, in whole or in part, under the terms and conditions set forth in the First Supplemental Indenture.

~~The~~Item Company intends to use the net proceeds from the Offering and borrowings under a term loan facility (the “Term Loan A”) that the Company expects to enter into at the closing of its acquisition of HG Energy II Production Holdings, LLC from HG Energy II LLC (the “HG Acquisition”), to fund the HG Acquisition and related fees and expenses2.01 ~~The~~Completion ~~Company expects to fund the remainder~~ of ~~the HG~~ Acquisition and related fees and expenses with the net proceeds of the Company’s and certain of its wholly-owned subsidiaries’ sale of substantially all of their Utica Shale oil and gas assets (the “Utica Disposition”), or, ~~in the event the HG Acquisition closes prior to the closing of the Utica~~ Disposition, ~~with borrowings under the Company’s existing revolving credit facility and cash on hand, and the Company would then use the net proceeds~~ of ~~the Utica Disposition for general corporate purposes, including the repayment of indebtedness~~Assets. The HG Acquisition is expected to close in the first half of 2026 and the Utica Disposition is expected to close in the first quarter of 2026, each subject to the satisfaction of certain customary closing conditions.

IfThe ~~(i) the~~information ~~closing of~~contained ~~the~~in ~~HG Acquisition has not occurred on or prior to~~ the ~~later~~Introductory ofNote ~~(x) June 2,~~is ~~2026 and (y) such date to which the~~incorporated ~~outside date under the Membership Interest Purchase Agreement, dated December 5, 2025,~~ by ~~and~~reference ~~among~~into by and among the Company, Antero Midstream Partners, HG Energy II LLC, HG Energy II Production Holdings LLC and HG Energy II Midstream Holdings LLC (the “Purchase Agreement”) as in effect on the closing date of this ~~Offering~~Item may be extended in accordance with the terms thereof (such later date, the “Special Mandatory Redemption Outside Date”), (ii) prior to the Special Mandatory Redemption Outside Date, the Purchase Agreement is terminated according to its terms without the closing of the HG Acquisition or (iii) the Company determines based on its reasonable judgment that the HG Acquisition will not close prior to the Special Mandatory Redemption Outside Date or at all, the Company will be required to redeem all of the outstanding Notes at a redemption price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to but excluding the special mandatory redemption date2.01.

The descriptions of the Base Indenture, the First Supplemental Indenture and the Notes are qualified in their entirety by reference to the Base Indenture, the First Supplemental Indenture and the specimen global certificates evidencing the Notes, copies of which are filed as exhibits 4.1, 4.2 and 4.3 to this Form 8-K and are incorporated herein by reference. A legal opinion related to the offering of the Notes is filed herewith as Exhibit 5.1 and incorporated into the Registration Statement.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~The~~Term ~~information contained in Item 1.01 is incorporated~~Loan byA ~~reference into this Item 2.03.~~Facility

~~Item~~On February 3, 92026, the Company entered into a credit agreement (the “Term Loan A Facility”), by and among the Company, as borrower, Royal Bank of Canada, as administrative agent and the other lenders party thereto (collectively, the “Lenders”).~~01.~~ ~~Financial~~Borrowings ~~Statements~~under the Term Loan A Facility are unsecured and ~~Exhibits~~not guaranteed by any of the Company’s subsidiaries. On February 3, 2026, the Company borrowed $1.5 billion in a single borrowing to partially fund the Antero Resources HG Acquisition. The Term Loan A Facility is scheduled to mature on February 3, 2029.

The Term Loan A Facility contains the same financial covenant as the Company’s unsecured senior revolving credit facility requiring the Company to maintain a ratio on a consolidated basis of total indebtedness to capitalization of 65% or less at the end of each fiscal quarter and other affirmative and negative covenants applicable to the Company that are customary for credit facilities of this type, including, among other things, limitations on: fundamental changes such as mergers, consolidations, liquidations and dissolutions; liens; certain indebtedness; restricted payments such as dividends, distributions and equity repurchases; and material non-arms’-length transactions with its affiliates.

The Term Loan A Facility provides for borrowings at Term SOFR or an Alternate Base Rate at our option, in each case, plus an Applicable Rate (each, as defined in the Term Loan A Facility). There is a 0.10% credit adjustment spread on SOFR and a 0.00% floor. The Term Loan A Facility does not amortize. Interest under the Term Loan A Facility is payable at a variable rate based on SOFR or the Alternate Base Rate, determined by election at the time of borrowing and at the end of each applicable interest period in respect of a borrowing, plus an Applicable Rate. The Applicable Rate is determined with reference to the Company’s then-current senior unsecured long-term debt rating, ranging from 1.125% to 2.00% for Term SOFR loans.

The foregoing description of the Term Loan A Facility is not complete and is subject to and qualified in its entirety by reference to the Term Loan A Facility, a copy of which is included as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01

Other Events.

On December 22, 2025, the Parties entered into a First Amendment to the Purchase Agreement (the “Amendment”) in order to amend and restate certain annexes to the Purchase Agreement.

The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by reference to the Amendment, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(a)

Financial Statements of Businesses Acquired.

The financial statements required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.

(b)

Pro Forma Financial Information.

The pro forma financial information required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.

(d) Exhibits.

EXHIBIT		DESCRIPTION
Exhibit Number		Description
4.1		Base Indenture, dated January 28, 2026, by and between Antero Resources Corporation and Computershare Trust Company, N.A., as trustee.
4.1*		Credit Agreement, by and among Antero Resources Corporation, as Borrower, the Lenders party thereto and Royal Bank of Canada, as Administrative Agent, dated February 3, 2026.
4.2		First Supplemental Indenture, dated January 28, 2026, by and between Antero Resources Corporation and Computershare Trust Company, N.A., as trustee.
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 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Antero Resources Corporation on December 8, 2025).
4.3		Form of 5.400% Senior Note due 2036 (included in Exhibit 4.2).
10.2*		First Amendment to the 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 22, 2025.
5.1		Opinion of Vinson & Elkins, L.L.P.
104		Cover Page Interactive Data File (embedded with Inline XBRL document).
23.1		Consent of Vinson & Elkins, L.L.P. (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the 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 Item 601(a)(6) of Regulation S-K.

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
		Brendan E. Krueger
		Chief Financial Officer and Senior Vice President – Finance and Treasurer
Dated: January 28, 2026

ANTERO RESOURCES CORPORATION

By:	/s/ Brendan E. Krueger
	Name: Brendan E. Krueger
	Title: Chief Financial Officer, Senior Vice President–Finance and Treasurer

Date: February 3, 2026

Filing Compare · ANTERO RESOURCES Corp