Kennedy Michael N. 4
4 · ANTERO RESOURCES Corp · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
Antero CEO Michael Kennedy Sells 74,152 Shares to Cover Taxes ($2.55M)
What Happened
- Michael N. Kennedy, Chief Executive Officer & President (also a director) of Antero Resources Corp. (AR), received multiple equity awards and exercised/converted derivative awards on Feb 25, 2026. Awards/vests recorded that day include grants of 16,292; 27,606; 26,672; and 21,216 shares (awards/vesting) and an exercise/conversion of 7,718 shares. To satisfy tax withholding obligations related to the vesting/settlement, 74,152 shares were withheld/disposed at $34.41 per share, totaling $2,551,570.
Key Details
- Transaction date: February 25, 2026; Form 4 filed February 26, 2026 (filed next day).
- Withheld/disposed (tax withholding): 74,152 shares at $34.41 = $2,551,570 (code F).
- Awards/grants: 16,292; 27,606; 26,672; 21,216 shares (code A).
- Exercises/conversions: 7,718 shares shown as exercised/converted (code M); one derivative-related disposition also reported (listed as N/A).
- Notable footnotes: Compensation Committee certified performance metrics resulting in PSUs vesting at enhanced (200%) levels for several grant tranches (see footnotes F1, F3, F5, F7); the withholding to satisfy tax obligations was done by withholding shares based on the Feb 25, 2026 closing price (footnote F11). The filing lists additional RSUs/PSUs that remain subject to service-based vesting.
- Shares owned after transaction: not specified in the provided excerpt of this filing.
Context
- This looks like routine post-vesting activity: PSUs/RSUs vested/settled and Kennedy had shares withheld (not an open-market sale) to cover tax liabilities — commonly called a tax-withholding or cashless settlement. The grants and performance certifications indicate some PSUs were earned at above-target performance levels, which triggered the issuance/settlement. No indication in the filing excerpt that the report was late.
Insider Transaction Report
Form 4
Kennedy Michael N.
DirectorSee Remarks
Transactions
- Award
Common stock, par value $0.01 per share
[F1][F2]2026-02-25+16,292→ 1,195,367 total - Award
Common stock, par value $0.01 per share
[F3][F4]2026-02-25+27,606→ 1,222,973 total - Award
Common stock, par value $0.01 per share
[F5][F6]2026-02-25+26,672→ 1,249,645 total - Award
Common stock, par value $0.01 per share
[F7][F6]2026-02-25+21,216→ 1,270,861 total - Exercise/Conversion
Common stock, par value $0.01 per share
[F8][F9][F10]2026-02-25+7,718→ 1,278,579 total - Tax Payment
Common stock, par value $0.01 per share
[F11][F10]2026-02-25$34.41/sh−74,152$2,551,570→ 1,204,427 total - Exercise/Conversion
Common stock, par value $0.01 per share
[F8][F9]2026-02-25−7,718→ 0 total→ Common stock, par value $0.01 per share (7,718 underlying)
Footnotes (11)
- [F1]On February 25, 2026, the Compensation Committee (the "Compensation Committee") of Antero Resources Corp. (the "Issuer") certified the Issuer's net debt to adjusted EBITDAX multiple over the third and final performance period, which ran from January 1, 2025 through December 31, 2025, at maximum performance levels, resulting in 33% of the performance share units ("PSUs") originally granted on October 19, 2022 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. The service-based vesting requirements applicable to the PSUs originally granted on October 19, 2022 that vest based on the Issuer's net debt to adjusted EBITDAX multiple were satisfied as of December 31, 2025.
- [F10]Includes 144,597 shares of Common Stock subject to previously granted RSUs and 91,451 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.
- [F11]In connection with the vesting and settlement of the PSUs originally granted on October 19, 2022; March 7, 2023; and March 7, 2025 through the issuance of Common Stock pursuant to the Amended and Restated Antero Resources Corporation 2020 Long-Term Incentive Plan, the Issuer withheld Common Stock that would have otherwise been issued to the Reporting Person to satisfy their tax withholding obligations. The number of shares of Common Stock withheld was determined based on the closing price per share of Common Stock on February 25, 2026.
- [F2]Includes 144,597 shares of common stock of the Issuer ("Common Stock") subject to previously granted restricted stock unit awards ("RSUs") and 129,521 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.
- [F3]On February 25, 2026, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the third and final performance period, which ran from January 1, 2025 through December 31, 2025, at maximum performance levels, resulting in 33% of the PSUs originally granted on March 7, 2023 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. The service-based vesting requirements applicable to the PSUs originally granted on March 7, 2023 that vest based on the Issuer's net debt to adjusted EBITDAX multiple were satisfied as of December 31, 2025.
- [F4]Includes 144,597 shares of Common Stock subject to previously granted RSUs and 76,997 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.
- [F5]On February 25, 2026, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the second performance period, which ran from January 1, 2025 through December 31, 2025, at maximum performance levels, resulting in 33% of the PSUs originally granted on March 7, 2024 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. These PSUs remain outstanding and subject to service-based vesting requirements until December 31, 2026.
- [F6]Includes 144,597 shares of Common Stock subject to previously granted RSUs and 103,669 shares of Common Stock subject to previously granted PSUs, in each case, that remain subject to service-based vesting.
- [F7]On February 25, 2026, the Compensation Committee certified the Issuer's net debt to adjusted EBITDAX multiple over the first performance period, which ran from January 1, 2025 through December 31, 2025, at maximum performance levels, resulting in 33% of the PSUs originally granted on March 7, 2025 that vest based on the Issuer's net debt to adjusted EBITDAX multiple becoming earned at 200% of the target amount granted. The service-based vesting requirements applicable to the aforementioned tranche of PSUs originally granted on March 7, 2025 that vest based on the Issuer's net debt to adjusted EBITDAX multiple were satisfied as of December 31, 2025.
- [F8]On February 25, 2026, the Compensation Committee certified the Issuer's absolute total stockholder return ("TSR") performance over the third performance period, which ran from January 1, 2025 through December 31, 2025, resulting in 25% of the PSUs originally granted on October 19, 2022 that vest based on absolute TSR over such third performance period becoming earned at 99.2% of the target amount granted over such third performance period.
- [F9]On February 25, 2026, the Compensation Committee certified the Issuer's absolute total stockholder return TSR performance over the fourth and final performance period, which ran from January 1, 2023 through December 31, 2025, resulting in 25% of the PSUs originally granted on October 19, 2022 that vest based on absolute TSR over such fourth performance period becoming earned at 27.13% of the target amount granted over such fourth performance period.
Signature
/s/ Yvette K. Schultz, as attorney-in-fact for Michael N. Kennedy|2026-02-26