Form 8-K/A

8-K/A — ANTERO RESOURCES Corp

Accession: 0001104659-26-044934

Filed: 2026-04-17

Period: 2026-02-03

CIK: 0001433270

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Financial Statements and Exhibits

Documents

8-K/A — tm2611828d1_8ka.htm (Primary)

EX-23.1 — EXHIBIT 23.1 (tm2611828d1_ex23-1.htm)

EX-23.2 — EXHIBIT 23.2 (tm2611828d1_ex23-2.htm)

EX-99.1 — EXHIBIT 99.1 (tm2611828d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2611828d1_ex99-2.htm)

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8-K/A — FORM 8-K/A

8-K/A (Primary)

Filename: tm2611828d1_8ka.htm · Sequence: 1

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0001433270

2026-02-03

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment

No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

April 17, 2026 ( February 3, 2026)

ANTERO RESOURCES CORPORATION

(Exact name of registrant as specified in its

charter)

Delaware

001-36120

80-0162034

(State or Other

Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

1615 Wynkoop Street

Denver, Colorado 80202

(Address of Principal Executive Offices) (Zip Code)

Registrant’s

Telephone Number, Including Area 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 12(b) of the Act:

Title

of each class

Trading

symbol(s)

Name

of each exchange on which

registered

Common Stock, par value $0.01 Per Share

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. ¨

Introductory Note

On February 3,

2026, Antero Resources Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Filing”)

reporting that on February 3, 2026, the Company completed the previously announced acquisition of HG Energy II Production Holdings, LLC

(“HG Production”) from HG Energy II LLC (“HG Energy”) for cash consideration of approximately $2.8 billion (the

“Acquisition”), as contemplated by the Membership Interest Purchase Agreement, dated December 5, 2025, by and among the

Company, HG Energy, HG Production, HG Energy II Midstream Holdings, LLC and Antero Midstream Partners LP.

January 28, 2026, the Company issued $750 million aggregate principal amount of 5.400% senior notes due February 1, 2036 (the “2036

Notes”) at a price of 99.869% of par. Additionally, on February 3, 2026, substantially concurrently with the consummation of the

Acquisition, the Company entered into an unsecured three year term loan facility in an aggregate principal amount of $1.5 billion with the lenders

party thereto and Royal Bank of Canada, as administrative agent, and borrowed $1.5 billion in a single borrowing (the “Term Loan”).

The Acquisition was funded with net proceeds of the 2036 Notes, borrowings under the Term Loan, borrowings under the Company’s senior

unsecured revolving credit facility and restricted cash (collectively, the “Financing Transactions”).

This

Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Original Filing to provide the financial statements

required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b) of Form 8-K. No other modifications to the

Original Filing are being made by this Amendment.

Item 9.01

Financial Statements and Exhibits.

(a) Financial

Statements of Business or Funds Acquired.

The audited

consolidated financial statements of HG Production as of and for the year ended December 31, 2025, including the notes thereto, are filed

as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(b) Pro

Forma Financial Information.

The

unaudited pro forma condensed combined balance sheet of the Company as of December 31, 2025, giving effect to the Acquisition and

the Financing Transactions as if each transaction had been completed on December 31, 2025, and the unaudited pro forma condensed

combined statement of operations of the Company for the year ended December 31, 2025, giving effect to the Acquisition and the

Financing Transactions as if each transaction had been completed on January 1, 2025, including the notes thereto, are contained in

Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(d) Exhibits.

Exhibit

Number

Description

23.1

Consent of BDO USA, P.C.

23.2

Consent

of Cawley, Gillespie & Associates.

99.1

Audited consolidated financial

statements of HG Production as of and for the year ended December 31, 2025, including notes thereto.

99.2

Unaudited pro forma condensed

combined financial statements of the Company as of and for the year ended December 31, 2025, including notes thereto.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document).

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: April 17, 2026

EX-23.1 — EXHIBIT 23.1

EX-23.1

Filename: tm2611828d1_ex23-1.htm · Sequence: 2

Exhibit 23.1

Consent of Independent Auditor

We hereby consent to the incorporation by reference

in the Registration Statements on Form S-3 (No. 333-292670) and Form S-8 (Nos. 333-281151, 333-239773 and 333-191693) of Antero Resources

Corporation of our report dated April 3, 2026, relating to the consolidated financial statements of HG Energy II Production Holdings,

LLC, which appears in this Form 8-K.

/s/ BDO USA, P.C.

Houston, Texas

April 17, 2026

EX-23.2 — EXHIBIT 23.2

EX-23.2

Filename: tm2611828d1_ex23-2.htm · Sequence: 3

Exhibit 23.2

Consent of Independent Petroleum Engineers

We hereby consent to the inclusion of information

included or incorporated by reference in the registration statement (No. 333-292670) on Form S-3 and registration statements (Nos.

333-281151, 333-239773 and 333-191693) on Form S-8 of Antero Resources Corporation (the “Company”) with respect to the information

from our reserve report dated December 19, 2025, with respect to the estimates of total proved reserves and forecasts of economics attributable

to HG Energy II Appalachia, LLC, as of December 31, 2025 included in the Current Report on Form 8-K/A filed on or about April 17, 2026.

/s/ Cawley, Gillespie & Associate, Inc.

CAWLEY, GILLESPIE & ASSOCIATES, INC.

Texas Registered Engineering Firm F-693

Fort Worth, Texas

April 17, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2611828d1_ex99-1.htm · Sequence: 4

Exhibit 99.1

HG Energy II Production Holdings,

LLC and Subsidiary

Consolidated Financial Statements

Year Ended December 31, 2025

HG Energy II

Production Holdings, LLC and Subsidiary

Consolidated Financial

Statements

Year Ended December 31,

2025

Energy II Production Holdings, LLC and Subsidiary

Contents

Independent

Auditor’s Report

3-4

Consolidated

Financial Statements

Consolidated Balance

Sheet

as of December 31, 2025

Consolidated

Statement of Income

for the Year Ended December 31, 2025

Consolidated

Statement of Changes in Member’s Equity

for the Year Ended December 31, 2025

Consolidated

Statement of Cash Flows

for the Year Ended December 31, 2025

Notes to Consolidated

Financial Statements

10-27

Independent

Auditor’s Report

The Board of Directors

HG Energy II Production

Holdings, LLC and Subsidiary

Parkersburg, West

Virginia

Opinion

We have audited

the consolidated financial statements of HG Energy II Production Holdings, LLC and Subsidiary (collectively, the Company), which comprise

the consolidated balance sheet as of December 31, 2025, and the related consolidated statements of income, changes in member’s

equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements.

In our opinion,

the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as

of December 31, 2025, and the results of its operations and its cash flows for the year then ended in accordance with accounting

principles generally accepted in the United States of America.

Basis for

Opinion

We conducted our

audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those

standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section

of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the

relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate

to provide a basis for our audit opinion.

Responsibilities

of Management for the Consolidated Financial Statements

Management is responsible

for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally

accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation

and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the

consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate,

that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the

consolidated financial statements are available to be issued.

Auditor’s

Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives

are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level

of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always

detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than

for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of

internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate,

they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an

audit in accordance with GAAS, we:

· Exercise

professional judgment and maintain professional skepticism throughout the audit.

· Identify

and assess the risks of material misstatement of the consolidated financial statements, whether

due to fraud or error, and design and perform audit procedures responsive to those risks.

Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures

in the consolidated financial statements.

· Obtain

an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control. Accordingly, no such opinion

is expressed.

· Evaluate

the appropriateness of accounting policies used and the reasonableness of significant accounting

estimates made by management, as well as evaluate the overall presentation of the consolidated

financial statements.

· Conclude

whether, in our judgment, there are conditions or events, considered in the aggregate, that

raise substantial doubt about the Company’s ability to continue as a going concern

for a reasonable period of time.

We are required

to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant

audit findings, and certain internal control-related matters that we identified during the audit.

/s/ BDO USA,

P.C.

April 3, 2026

Consolidated

Financial Statements

HG Energy II

Production Holdings, LLC and Subsidiary

Consolidated

Balance Sheet

December 31, 2025

Assets

Current Assets

Cash and cash equivalents

$ 47,253,179

Accounts receivable:

Production receivable

97,935,346

Joint interest owners and other

1,073,124

Commodity derivatives

13,213,013

Total Current Assets

159,474,662

Oil and Natural Gas Properties (Successful

Efforts Method), Net

2,050,179,320

Other Assets

Property, plant, and equipment, net

138,746,096

Deferred financing costs, net

8,400,992

Total Other Assets

147,147,088

Total Assets

$ 2,356,801,070

Liabilities and Member’s Equity

Current Liabilities

Accounts payable

$ 18,664,615

Production payable

18,997,085

Accrued liabilities

32,427,956

Accrued liabilities, related party

14,969,487

Total Current Liabilities

85,059,143

Long-Term Liabilities

Debt

500,000,000

Commodity derivatives

53,252,119

Asset retirement obligations

2,754,885

Total Long-Term Liabilities

556,007,004

Total Liabilities

641,066,147

Commitments and Contingencies (Note 7)

Member’s Equity

1,715,734,923

Total Liabilities and Member’s

Equity

$ 2,356,801,070

See

accompanying notes to consolidated financial statements.

HG Energy II

Production Holdings, LLC and Subsidiary

Consolidated

Statement of Income

Year ended December 31,

2025

Revenues

Natural gas sales

$ 714,415,910

Natural gas liquid sales

73,826,533

Condensate sales

7,127,039

Gathering fee,

service fee, and other

5,666,222

Total Revenues

801,035,704

Operating Costs and Expenses

Lease operating expense

138,420,635

Gathering fee, related party

87,722,251

Depreciation, depletion, and amortization

146,975,429

Impairment and abandonment

976,658

General and administrative

14,410,999

Severance tax

38,003,122

Accretion of asset

retirement obligations

169,259

Total Operating

Costs and Expenses

426,678,353

Income from Operations

374,357,351

Other Income (Expense)

Gain on commodity derivatives

41,800,835

Interest expense

(40,806,081 )

Loss on interest rate swap

(3,862,216 )

Other income

2,116,723

Other Expense,

Net

(750,739 )

Net Income

$ 373,606,612

See

accompanying notes to consolidated financial statements.

HG Energy II

Production Holdings, LLC and Subsidiary

Consolidated

Statement of Changes in Member’s Equity

Member’s

Equity

Balance, January 1,

2025

$ 1,435,818,557

Capital contribution

3,690,245

Capital distribution

(97,380,491 )

Net income

373,606,612

Balance, December 31,

2025

$ 1,715,734,923

See

accompanying notes to consolidated financial statements.

HG Energy II

Production Holdings, LLC and Subsidiary

Consolidated

Statement of Cash Flows

Year ended December 31,

2025

Cash Flows from Operating Activities

Net income

$ 373,606,612

Adjustments to reconcile net income

to net cash provided by operating activities:

Gain on commodity derivatives

(41,800,835 )

Net cash received on commodity derivatives

19,120,758

Loss on interest rate swap

3,862,216

Net cash received on interest rate swap

1,832,745

Accretion of asset retirement obligations

169,259

Depreciation, depletion, and amortization

146,975,429

Impairment and abandonment

976,658

Amortization of deferred financing costs

2,737,027

Changes in assets and liabilities:

Accounts receivable

(29,260,781 )

Accounts payable

(4,103,617 )

Production payable

(9,910,432 )

Accrued liabilities

(1,600,635 )

Accrued liabilities,

related party

7,871,515

Net Cash Provided

by Operating Activities

470,475,919

Cash Flows from Investing Activities

Additions to oil and natural gas properties

(408,652,007 )

Additions to property,

plant, and equipment

(8,657,380 )

Net Cash Used

in Investing Activities

(417,309,387 )

Cash Flows from Financing Activities

Proceeds from revolving credit facility

50,000,000

Capital contribution

3,690,245

Capital distribution

(97,380,491 )

Net Cash Used

in Financing Activities

(43,690,246 )

Increase in Cash and Cash Equivalents

9,476,286

Cash and Cash

Equivalents, beginning of year

37,776,893

Cash and Cash

Equivalents, end of year

$ 47,253,179

Supplemental Cash Flow Disclosures

Cash paid for interest

$ 11,653,476

Non-Cash Investing and Financing Activities

Asset retirement obligation incurred

and revisions

(61,413 )

Changes in accrued

capital expenditures

(110,009 )

See

accompanying notes to consolidated financial statements

HG Energy II

Production Holdings, LLC and Subsidiary

Notes

to Consolidated Financial Statements

1. Summary of

Significant Accounting Policies

Reporting

Entity and Nature of Business

HG Energy II Production

Holdings, LLC (HGPH) was formed on May 1, 2017 and is an oil and natural gas company engaged in the acquisition, development, exploitation,

and production of oil and natural gas properties in Southwest Pennsylvania and West Virginia.

The consolidated

financial statements include the accounts of HG Energy II Production Holdings, LLC and its wholly owned subsidiary, HG Energy II Appalachia,

LLC (HGA), collectively referred to as the Company throughout these consolidated financial statements.

On December 5,

2025, the Company, along with its parent Company, HG Energy II, LLC, entered into a Membership Interest Purchase Agreement (MIPA) to

sell 100% of its equity interests in HGPH to Antero Resources Corporation (Antero), with an effective date of January 1, 2026. The

transaction closed on February 3, 2026. See Note 8 for further discussion of the transaction.

Principles

of Consolidation

The accompanying

consolidated financial statements include the results of all of the Company’s operations. All significant intercompany transactions

and balances have been eliminated in consolidation.

Use of Estimates

The preparation

of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and

disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses

during the reporting period. Actual results could differ from those estimates.

Significant assumptions

are required in the valuation of proved oil and natural gas reserves, which affect the amount at which oil and natural gas properties

are recorded. Estimates of proved reserves impact depletion expense. If proved reserves decline, then the rate at which depletion expense

is recorded increases. A decline in estimated proven reserves could result from lower prices, adverse operating results, mechanical problems

at wells, and/or catastrophic events, such as fires, hurricanes, and floods. Lower prices can make it uneconomical to drill new wells

or produce from existing wells with high operating costs. In addition, a decline in proved reserves will impact the assessment of oil

and natural gas properties for impairment. Proved reserves estimates are based upon many assumptions, all of which could deviate materially

from actual results. As such, reserve estimates may vary materially from the ultimate quantities of oil and natural gas actually produced.

Also, a substantial amount of future development costs will be required to develop the proved undeveloped reserves. Proved undeveloped

reserves may be reclassified from proved reserves to probable reserves, or permanently reduced, if the capital expenditures are unable

to be funded through cash flows from operations and/or additional debt or capital contributions.

The computation

of mark-to-market valuations of commodity derivatives is based upon observable quoted market prices. Also, the fair value of commodity

derivatives is based on assumptions of forward prices, volatility, and the time value of money. Significant assumptions are also required

in estimating the accrual of capital expenditures, loss contingencies, interest rate swaps, and asset retirement obligations (AROs).

It is at least reasonably possible any of the estimates mentioned above could be revised in the near term, and these revisions could

be material.

HG Energy II

Production Holdings, LLC and Subsidiary

Notes

to Consolidated Financial Statements

Cash and

Cash Equivalents

The Company considers

all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents may

exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits. The Company does not believe it is exposed to any significant

credit risk on its cash and cash equivalents.

Accounts

Receivable and Customer Concentration

Accounts receivable

- production receivable consist of amounts due from sales of natural gas, natural gas liquids (NGL), and condensates. Accounts receivable

- joint interest owners and other consist of amounts due from the Company’s joint interest partners for drilling, completing and

operating costs, and other small miscellaneous receivables.

Accounting Standards

Update (ASU) 2016-13, Financial Instruments - Credit Losses, requires entities to estimate expected credit losses on financial

assets, including trade receivables and commodity derivatives that are applicable to the Company’s operations. The Company assesses

the collectability of accounts receivable based on a broad range of reasonable and forward-looking information, including historical

losses, current economic conditions, future forecasts, and contractual terms. The Company does not have an allowance for credit loss

as of December 31, 2025.

The Company has

contracts in place with a relatively small number of purchasers to sell natural gas, NGLs, and condensates, as is customary in the exploration,

development, and production business. Purchaser contracts include marketing provisions with purchasers to market production. In the event

that these purchasers cease doing business with the Company, management believes there are other alternative purchasers with whom a relationship

could be established to replace one or more lost purchasers. As of December 31, 2024, the Oil, natural gas and NGL sales receivable

was $69,236,284. Management does not expect the loss of any single purchaser to have a long-term material impact on operations, though

the Company may experience a short-term decrease in revenue as alternative arrangements are made.

Oil and Natural

Gas Properties

The Company follows

the successful efforts method of accounting. Exploration expenses, including geological and geophysical expenses and delay rentals, are

charged to expense. The costs of drilling and equipping exploratory wells are deferred until it has been determined whether proved reserves

have been found. If proved reserves are found, the deferred costs are capitalized as part of the wells and related equipment and facilities.

If no proved reserves are found, the deferred costs are charged to expense. All costs of drilling and equipping developmental wells and

the costs of support facilities and equipment used in oil and natural gas operations are capitalized. The Company is primarily engaged

in the development and acquisition of oil and natural gas properties. The Company’s activities are considered developmental where

existing proved reserves are identified prior to commencement of the project, and are considered exploratory, if there are no proved

reserves at the beginning of such project.

HG Energy II

Production Holdings, LLC and Subsidiary

Notes

to Consolidated Financial Statements

Costs for repairs and maintenance are

charged to expense. Significant tangible equipment added or replaced that extends the useful or productive life of the property is capitalized.

Costs incurred to increase the productive capacity from existing reservoirs are capitalized.

The Company groups

its proved oil and gas properties into amortization groups by field (or by common geological structure/reservoir within a field) for

purposes of computing depreciation, depletion, and amortization (DD&A) and evaluating impairment. Depletion of proved oil and natural

gas properties is computed on the unit-of-production method based on estimated proved oil and natural gas reserves. Management revises

unit-of-production amortization rates prospectively on an annual basis at a minimum, based on updated engineering information for proved

reserves. Development costs and lease and wellhead equipment are depleted based on proved developed reserves. Leasehold costs are depleted

based on total proved reserves. Investments in major development projects are not depleted until such projects are substantially complete

and producing or until impairment occurs.

On the sale or

retirement of a complete unit of a proved property, the cost and related accumulated depreciation, depletion, and amortization are removed

from property accounts, and the resulting gain or loss is recognized. Upon the sale or retirement of a partial unit of proved property,

the proceeds are charged against the carrying basis of the properties until the entire net carrying value of the properties is recovered.

Any consideration received in excess of the net carrying basis of the properties would be recognized as a gain while consideration received

that is less than the carrying value would result in a loss or impairment.

On the sale of

an entire interest in an unproved property for cash or cash equivalents, gain or loss on the sale is recognized, taking into consideration

the amount of any recorded impairment if the property had been individually assessed. If a partial interest in an unproved property is

sold, the amount received is treated as a reduction of the cost of the interest retained.

Property,

Plant, and Equipment

Property, plant,

and equipment, which are comprised primarily of waterline assets, are recorded at cost, including expenditures for additions and major

improvements. Depreciation is computed using the straight-line method over the estimated useful lives of the assets up to 40 years. Routine

maintenance and repair costs are expensed as incurred. The cost and related accumulated depreciation of assets sold or retired are removed

from the accounts and any resulting gain or loss is reflected in earnings for the year.

Impairments

of Long-Lived Assets

The Company reviews

its long-lived assets to be held and used, including proved oil and natural gas properties, whenever events or circumstances indicate

that the carrying value of these assets may not be recoverable, or an instance when there are declines in commodity prices or well performance.

Proved properties are compared to management’s future estimated undiscounted net cash flows from the properties. If undiscounted

cash flows are less than the carrying value, then management recognizes an impairment charge in income from operations equal to the difference

between the carrying value and their estimated fair value based on the present value of the related future net cash flows and other relevant

market value data.

Unproved properties

are excluded from DD&A until proved reserves are established or impairment is recognized. Impairment of individually significant

unproved properties is assessed on a property-by-property basis, and impairment of other unproved properties is assessed on an aggregate

basis. Exploratory well costs pending determination of proved reserves are initially capitalized but are charged to expense if the well

does not find proved reserves or if the continuation of exploration is not justified. There were no capitalized exploratory well costs

at December 31, 2025

HG Energy II

Production Holdings, LLC and Subsidiary

Notes

to Consolidated Financial Statements

The impairment

assessment for unproved properties is affected by factors such as the results of exploration and development activities, commodity price

projections, remaining lease terms, and potential shifts in business strategy. The Company determined there was no impairment on its

proved oil and natural gas properties for the year ended December 31,2025. Undeveloped lease abandonment cost was approximately

$977,000 for the year end December 31, 2025.

Deferred

Financing Costs

The cost of obtaining

financing is amortized using the straight-line method over the term of the credit facility, which approximates the effective-interest

method. Amortization of approximately $2,737,000 for the year ended December 31, 2025 is included in interest expense in the accompanying

consolidated statement of income. The unamortized deferred financing cost balance was approximately $8,401,000 as of December 31,

2025.

Derivatives

The Company maintains

commodity derivative contracts to partially mitigate the risk associated with fluctuations of prices for product sales. By locking in

minimum prices, management protects its cash flows, which support operational and annual capital expenditure plans. Derivatives are recorded

as derivative assets and liabilities on the consolidated balance sheet based upon their respective fair value.

Management does

not designate derivatives as cash flow or fair value hedges or hold or issue derivatives for speculation or trading purposes. The Company

is exposed to credit losses in the event of nonperformance by the counterparties to commodity derivatives contracts. The Company does

not obtain collateral or other security to support the commodity derivatives contracts, nor is the Company required to post any collateral.

Management monitors the credit standings of counterparties to evaluate credit risk.

The fair value

of the derivatives is established using index prices, volatility curves, and discount factors. The value the Company reports in its consolidated

financial statements is as of a point in time and subsequently changes as these estimates are revised to reflect actual results, changes

in market conditions, and other factors. Changes in the fair values of derivative instruments are recorded in earnings as a gain or loss

on commodity derivatives in the consolidated statement of income.

Additionally, the

Company maintained interest rate swaps during the year, and all such swaps were terminated before year-end. Management does not designate

the interest rate swaps as a cash flow or fair value hedge. Cash flows from the monthly settlements are recorded within interest expense

in the consolidated statement of income. Changes in the fair value of the interest rate swaps are recorded in earnings as a gain or loss

on interest rate swaps in the consolidated statement of income. The fair value of the interest rate swaps is determined by using a discounted

cash flow method using the appropriate inputs from the forward interest rate yield curves.

HG Energy II

Production Holdings, LLC and Subsidiary

Notes

to Consolidated Financial Statements

Production Payable

Production payables

are amounts collected from purchasers of oil and natural gas sales that are due to other working interest and royalty owners. Management

is typically required to remit these amounts to the other parties within 30 days from the end of the applicable production month.

Accrued Liabilities

December 31, 2025

Accrued capital expenditures

$ 21,210,557

Accrued operating expenditure

11,217,399

Total Accrued Liabilities

$ 32,427,956

Asset Retirement

Obligations

AROs consist of

future plugging and abandonment expenses related to oil and natural gas properties recorded at estimated fair value at the asset’s

inception, with an offsetting increase to proved oil and natural gas properties on the consolidated balance sheet, which is depreciated

such that the life of the ARO is recognized over the useful life of the asset. Periodic accretion of the discount of the estimated liability

to its expected settlement value is recorded as an expense in the consolidated statement of income.

Inherent in the

fair value calculation of AROs are numerous assumptions and judgments, including the ultimate settlement amounts, inflation factors,

the credit-adjusted risk-free rate, timing of settlement, and changes in the legal, regulatory, environmental, and political environments.

To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is

made to the oil and natural gas property balance.

The valuation technique

utilized to determine the fair value of the liability at inception applies a credit-adjusted risk-free rate, which takes into account

the credit risk, the time value of money, and the current economic state, to the undiscounted expected plugging and abandonment cash

flows.

Environmental

Remediation

Various federal,

state, and local laws and regulations covering the discharge of materials into the environment, or otherwise relating to the protection

of the environment, may affect the Company’s operations and the costs of its oil and natural gas exploration, development, and

production operations. The Company does not anticipate that it will be required in the near future to expend significant amounts due

to environmental laws and regulations and, accordingly, no reserves have been recorded.

Revenue Recognition

For the sale of

natural gas, NGLs, and condensate, the Company generally considers the delivery of each unit to be a separate performance obligation

that is satisfied upon delivery. These contracts typically require payment within 30 days of the end of the calendar month in which the

gas is delivered. A significant number of these contracts contain variable consideration because the payment terms refer to market prices

at future delivery dates. In these situations, the Company has not identified a standalone selling price because the terms of the variable

payments relate specifically to the Company’s efforts to satisfy the performance obligations. Other contracts contain fixed consideration

(i.e., fixed price contracts or contracts with a fixed differential to index prices). The fixed consideration is allocated to each performance

obligation on a relative standalone selling price basis, which requires judgment from management. For these contracts, the Company generally

concludes that the fixed price or fixed differentials in the contracts are representative of the standalone selling price.

HG Energy II

Production Holdings, LLC and Subsidiary

Notes

to Consolidated Financial Statements

Based on management’s

judgment, the performance obligations for the sale of natural gas, NGLs, and condensate are satisfied at a point in time because the

customer obtains control and legal title of the asset when the natural gas, NGLs, and condensate are delivered to the designated sales

point.

The sales of natural

gas, NGLs, and condensate, as presented on the consolidated statement of income, represent the Company’s share of revenues net

of royalties and excluding revenue interests owned by others. When selling natural gas, NGLs, and condensate on behalf of royalty owners

or working interest owners, the Company, thus, reports only its share of the revenue.

Income Tax

Status

The Company is

organized as a limited liability company. Under the provisions of the Internal Revenue Code and similar state provisions, the Company

is taxed as a partnership and is not liable for income taxes. Instead, its earnings and losses are included in the tax return of its

members. Therefore, the consolidated financial statements do not reflect a provision for federal or state income taxes.

The Company utilizes

a two-step approach for recognizing and measuring uncertain tax positions accounted for in accordance with the asset and liability method.

The first step is to evaluate the tax position for recognition by determining whether evidence indicates that it is more likely than

not that a position will be sustained if examined by a taxing authority. The second step is to measure the tax benefit as the largest

amount that is 50% likely of being realized upon settlement with a taxing authority. There was no amount recorded at December 31,

2025 related to uncertain tax positions.

Fair Value

Measurements

The Company defines

fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required

to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and

the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent

risk, transfer restrictions, and credit risk.

The Company applies

the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization

within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1

– This level consists of quoted prices in active markets for identical assets or liabilities.

HG Energy II

Production Holdings, LLC and Subsidiary

Notes

to Consolidated Financial Statements

Level 2

- This level consists of observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices

for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable

market data for substantially the full term of the assets or liabilities.

Level 3

- This level consists of inputs that are generally unobservable and typically reflect management’s estimates of assumptions that

market participants would use in pricing the asset or liability.

A financial assets

or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair

value measurement. The determination of the fair values incorporates various factors, including the impact of the counterparty’s

non-performance risk with respect to the Company’s financial assets and the Company’s non-performance risk with respect to

the Company’s financial liabilities.

In accordance with

the reporting requirements of Accounting Standards Codification (ASC) 825, Financial Instruments, the Company calculates the fair

value of its assets and liabilities, which qualify as financial instruments and includes this additional information when the fair value

is different than the carrying value of those financial instruments. The estimated fair value of cash and cash equivalents, accounts

receivable, accounts payable, and accrued liabilities approximates the carrying amounts due to the relatively short maturity of these

instruments. The carrying value of long-term debt also approximates fair value due to floating market rates and is considered Level 2

in the fair value hierarchy. None of these instruments are held for trading purposes.

The Company’s

derivative contracts are valued based on a marked to market approach. These assumptions are observable in the marketplace throughout

the full term of the contract, can be derived from observable data or are supported by observable levels at which transactions are executed

in the marketplace, and are therefore designated as Level 2 within the valuation hierarchy. The Company utilizes its counterparties’

valuations to assess the reasonableness of its own valuations.

December 31,

2025

Level 1

Level 2

Level 3

Effect of

Netting

Net Fair Value

Assets

Derivative

contracts

$ -

$ 147,830,724

$ -

$ (147,830,724 )

$ -

Liabilities

Derivative

contracts

$ -

$ 187,869,830

$ -

$ (147,830,724 )

$ (40,039,106 )

Assets and

Liabilities Measured at Fair Value on a Non-Recurring Basis

Non-recurring fair

value measurements include the assessment of impaired oil and natural gas properties and the initial recognition of AROs for which fair

value is used. These estimates are derived from historical costs, as well as management’s expectation of future cost and commodity

price environments. As there is no corroborating market activity to support the assumptions used, the Company has designated these estimates

as Level 3.

HG Energy II

Production Holdings, LLC and Subsidiary

Notes

to Consolidated Financial Statements

Recently Issued Accounting Standards

Disaggregation

of Income Statement Expenses

In November 2024,

the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (ASU 2024-03). ASU 2024-03 is intended to improve

the disclosure about certain operating expenses primarily through enhanced disclosure of cost of sales and selling, general and administrative

expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal

years beginning after December 15, 2027. Early adoption is permitted. ASU 2024-03 can be applied on either a prospective or a retrospective

basis at the Company’s election. The Company is evaluating the impact that ASU 2024-03 will have on the consolidated financial

statements and its plans for adoption, including its transition method and adoption date.

2. Derivative

Instruments

Due to the volatility

of oil and natural gas prices, the Company periodically enters into price-risk management transactions (e.g., oil and natural gas commodity

swaps and collars) for a portion of its oil and natural gas production to achieve a more predictable cash flow, as well as to reduce

exposure from price fluctuations. While the use of these arrangements limits the Company’s ability to benefit from certain increases

in the prices of oil and natural gas, it also reduces the Company’s potential exposure to adverse price movements.

The Company estimates

the fair values of commodity derivatives based on published forward commodity price curves for the underlying commodities as of the date

of the estimate for those commodities for which published forward pricing is readily available. The determination of the fair values

above incorporates various factors, including the impact of the Company’s non-performance risk and the credit standing of the counterparty

involved in the Company’s derivative contract. The Company routinely monitors the creditworthiness of its counterparties. Counterparties,

other than a lender or an affiliate of a lender, used by the Company, must have a long-term senior unsecured debt rating of A-/A3 by

S&P or Moody’s or higher.

The following table

sets forth a reconciliation of changes in the fair value of the Company’s derivative instruments:

December 31, 2025

Fair Value of Commodity Derivatives, Net,

beginning of year

$ (62,719,183 )

Commodity derivative cash settlements received

(19,120,758 )

Total gain on commodity derivatives

41,800,835

Fair Value of Commodity Derivatives,

Net, end of year

$ (40,039,106 )

The remainder

of this page intentionally left blank.

Energy II Production Holdings, LLC and Subsidiary

Notes

to Consolidated Financial Statements

The Company has

netting agreements with financial institutions and its brokers that permit net settlement of gross commodity derivative assets against

gross commodity derivative liabilities. The table below summarizes the impact of netting agreements on gross derivative assets and liabilities.

December 31, 2025

Gross Derivative

Instruments

Recorded in the

Consolidated

Balance Sheet

Derivative

Instruments

Subject to Master

Netting

Agreements

Net Derivative

Instruments

Current commodity derivative assets

$ 88,480,617

$ (75,267,604 )

$ 13,213,013

Current commodity derivative liabilities

(75,267,604 )

75,267,604

Long-term derivative asset

59,350,107

(59,350,107 )

Long-term commodity derivative liabilities

(112,602,226 )

59,350,107

(53,252,119 )

Total

$ (40,039,106 )

$ -

$ (40,039,106 )

The following tables

summarize the average prices, as well as future production volumes for the Company’s future derivative contracts in place as of

December 31, 2025:

NYMEX Henry

Hub Settlements

Fixed Swap

Year ending December 31,

2026

2027

2028

Volume (MMBtu)

187,690

160,720

64,040

Weighted-average price ($/MMBtu)

$ 3.94

$ 3.81

$ 3.78

3-Way Collar

Options

Year ending December 31,

2026

2027

2028

Volume (MMBtu)

8,210

8,200

Weighted-average price ($/MMBtu):

Short calls

$ 4.64

$ 4.68

$ -

Long puts

3.58

3.66

Short puts

2.78

2.55

Collars

Year ending December 31,

2026

2027

2028

Volume (MMBtu)

19,170

17,310

Weighted-average price ($/MMBtu):

Short calls

$ 4.44

$ 4.54

$ -

Long puts

3.46

3.45

Energy II Production Holdings, LLC and Subsidiary

Notes

to Consolidated Financial Statements

Options (Short Calls)

Year ending December 31,

2026

2027

2028

Volume (MMBTU)

9,140

9,110

Weighted-average price ($/MMBtu)

$ 7.20

$ 7.10

$ -

Eastern Gas

South (Dominion South) Basis Swaps

Year ending December 31,

2026

2027

2028

Volume (MMBtu)

79,990

56,440

20,120

Weighted-average price ($/MMBtu)

$ 0.99

$ 1.00

$ 0.95

Eastern Gas

South (Dominion South) Fixed Swaps

Year ending December 31,

2026

2027

2028

Volume (MMBtu)

1,810

7,300

10,980

Weighted-average price ($/MMBtu)

$ 3.26

$ 2.93

$ 2.88

TCO Basis

Swaps

Year ending December 31,

2026

2027

2028

Volume (MMBtu)

36,500

27,300

10,960

Weighted-average price ($/MMBtu)

$ 0.82

$ 0.78

$ 0.81

TETCO M2

Basis Swaps

Year ending December 31,

2026

2027

2028

Volume (MMBtu)

98,580

85,030

31,060

Weighted-average price ($/MMBtu)

$ 1.01

$ 0.98

$ 0.91

TETCO M2

Fixed Swaps

Year ending December 31,

2026

2027

2028

Volume (MMBtu)

21,960

Weighted-average price ($/MMBtu)

$ -

$ 2.92

OPIS Propane

Mt Belv (TET)

Year ending December 31,

2026

2027

2028

Volume (Mgallons)

17,661

Weighted-average price ($/gal)

$ 0.80

$ -

In connection with

the MIPA described in Note 1 and Note 9, the Company novated all outstanding forward hedges to Antero, effective January 1, 2026.

HG Energy II

Production Holdings, LLC and Subsidiary

Notes

to Consolidated Financial Statements

Interest

Rate Swaps

On June 17,

2024 (and effective June 28, 2024), the Company entered into an interest rate swap with Wells Fargo Bank, National Association.

This trade amended and restated an existing $200,000,000 swap originally entered into on October 1, 2021 (and effective September 30,

2021). The amended and restated swap has a notional amount of $250,000,000 and provides for a fixed interest rate of 3.389% payable by

the Company. The Company receives a variable rate based on the one-month Secured Overnight Financing Rate (SOFR) as defined in the swap

agreement. The swap has a maturity date of April 28, 2028 and is subject to payments by the Company or Wells Fargo Bank, National

Association at the end of each month. On August 2, 2024 (Effective July 31, 2024), the Company entered into an interest

rate swap with Truist Bank. The swap has a notional amount of $50,000,000 and provides for a fixed interest rate of 3.496% payable by

the Company. The Company receives a variable rate based on the one-month SOFR rate as defined in the swap agreement. The swap has a maturity

date of April 28, 2028 and is subject to payments by the Company or Truist Bank at the end of each month. On April 28, 2025,

the Company entered into an interest rate swap with Citizen Bank. The swap has a notional amount of $50,000,000 and provides for a fixed

interest rate of 3.251% payable by the Company. The Company receives a variable rate based on the one-month SOFR rate as defined in the

swap agreement. The swap has a maturity date of April 28, 2028 and is subject to payments by the Company or Citizen Bank at the

end of each month. All the interest rate swaps were terminated in December 2025.

Management does

not designate the interest rate swaps as a cash flow or fair value hedge. Cash flows from the monthly settlements are recorded within

interest expense in the consolidated statement of income. Changes in the fair value of the interest rate swaps are recorded in earnings

as a gain or loss on interest rate swaps in the consolidated statement of income. The fair value of the interest rate swaps is determined

by using a discounted cash flow method using the appropriate inputs from the forward interest rate yield curves. The fair value of the

interest rate swaps is reflected as an asset of $0 at December 31, 2025. The Company considers the interest rate swaps to be classified

as Level 2 within the fair value hierarchy.

The remainder

of this page intentionally left blank.

HG Energy II

Production Holdings, LLC and Subsidiary

Notes

to Consolidated Financial Statements

3. Oil and Natural

Gas Properties and Property, Plant, and Equipment

Oil

and natural gas properties, net, and property, plant, and equipment, net, consist of the following:

December 31, 2025

Oil and Natural Gas Properties

Proved

$ 2,496,685,690

Unproved

171,940,055

2,668,625,745

Less: accumulated depreciation, depletion,

and amortization

(618,446,425 )

Oil and Natural Gas Properties,

Net

2,050,179,320

Property, Plant, and Equipment

Midstream assets (gathering and transmission

pipelines)

151,399,630

Other

2,031,090

153,430,720

Less: accumulated depreciation and amortization

(14,684,624 )

Property, Plant, and Equipment,

Net

138,746,096

Total

$ 2,188,925,416

Total

depletion expense on oil and natural gas properties was approximately $143,075,000 for the year ended December 31, 2025. Total depreciation

expense on property, plant, and equipment was approximately $3,901,000 for the year ended December 31,2025.

4. Debt

On April 22,

2022, the Company executed the First Amendment to the Amended and Restated Credit Agreement. The First Amendment increased the borrowing

base from $375,000,000 to $500,000,000, reduced the three-year forward rolling hedge requirement to two years (for the next eight

fiscal quarters), and transitioned the Benchmark rate for the facility from a London Interbank Offered (LIBO)-based rate to an SOFR-based

rate. Additionally, it also amended the definition of Ongoing Hedges under Swap Agreements to the following:

(A) For

the 36-month period (and for each fiscal month during such period) from the date such Swap

Agreement trade or transaction is created, up to the greater of (x) 70% of the reasonably

anticipated projected production from the Credit Parties’ Oil and Natural Gas Properties

(as set forth in the most recent Projected Volume Report delivered pursuant to the terms

of the agreement) of crude oil, natural gas, and natural gas liquids, calculated separately,

and (y) 85% of the reasonably anticipated projected production from the Credit Parties’

Oil and Natural Gas Properties constituting Proved Reserves (as set forth in the most recent

Reserve Report delivered pursuant to the terms of the agreement) of crude oil, natural gas,

and natural gas liquids, calculated separately.

(B) For

the 37th month through the 60th month (and for each fiscal month during

such period) from the date such Swap Agreement trade or transaction is created, up to 85%

of the reasonably anticipated projected production from the Credit Parties’ Oil and

Natural Gas Properties constituting Proved Reserves (as set forth in the most recent Reserve

Report delivered pursuant to the terms of the agreement) of crude oil, natural gas, and natural

gas liquids, calculated separately (the hedges entered into pursuant to clause (A) above

and this clause (B), the Ongoing Hedges).

HG Energy II

Production Holdings, LLC and Subsidiary

Notes

to Consolidated Financial Statements

On September 23,

2022, HGPH executed the Second Amendment to the Amended and Restated Credit Agreement. The amendment decreased the borrowing base from

$500,000,000 to $450,000,000.

On May 2,

2023, HGPH executed the Third Amendment to the Amended and Restated Credit Agreement. The amendment increased the borrowing base from

$450,000,000 to $600,000,000. However, HGA elected for a $550,000,000 elected commitment amount (ECA), as this level provided adequate

liquidity for operations and reduced fees on unutilized capacity.

On April 29,

2024, HGPH executed the Fourth Amendment to the Amended and Restated Credit Agreement. The amendment extended the maturity date of the

Credit Agreement through April 29, 2028, and increased the borrowing base from $600,000,000 to $800,000,000. However, HGA elected

for a $700,000,000 ECA, as this level provided adequate liquidity for operations and reduced fees on unutilized capacity. As of December 31,

2024, the maximum borrowing base was $800,000,000 and the ECA was $700,000,000.

On April 29,

2025, the ECA of $700,000,000 and the borrowing base of $900,000,000 were reaffirmed. As of December 31, 2025, the maximum borrowing

base was $900,000,000 and the ECA was $700,000,000.

The borrowings

in accordance with the Credit Agreement are collateralized by substantially all of the Company’s exploration and production assets.

The Credit Agreement contains various restrictive covenants, which, among other things, require the Company to maintain a maximum consolidated

total leverage ratio and a minimum consolidated current ratio. At December 31, 2025, the Company was in compliance with all covenants

contained in the Credit Agreement.

Interest

on obligations under the Credit Agreement defined as alternate base rate (ABR) loans is equal to the ABR, defined as a rate per annum

equal to the greater of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day

plus ½ of 1%, and (c) Adjusted Term SOFR for a one-month tenor in effect on such day (or if such day is not a business day,

the immediately preceding business day) plus 1.0%. Interest for obligations under the Credit Agreement defined as SOFR loans is equal

to the Adjusted Term SOFR per annum, which is equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment.

The Term SOFR Adjustment is equal to 0.10% per annum. The effective interest rate was 7.07% at December 31, 2025.

The

remainder of this page intentionally left blank.

HG Energy II

Production Holdings, LLC and Subsidiary

Notes

to Consolidated Financial Statements

The borrowing base utilization grid

as amended as of December 31, 2025, that determines the applicable margin, is as follows:

Borrowing

Base Utilization Percentage

<25%

>25%

and <50%

>50%

and <75%

>75%

and <90%

>90%

SOFR loans (%)

2.75

3.00

3.25

3.50

3.75

ABR loans (%)

1.75

2.00

2.25

2.50

2.75

Commitment fee rate (%)

0.50

December 31, 2025, the Company’s total amount of outstanding borrowings under loans was $500,000,000. The Credit Agreement

allows the Company to issue standby letters of credit. There were no issued standby letters of credit at December 31, 2025. No scheduled

principal debt payments are due until the maturity of the Credit Agreement in April 2028.

Aggregate approximate

maturities of the debt obligations for HG Energy II, LLC consist of the following at December 31, 2025:

Year ending December 31,

2026

$ -

2027

2028

500,000,000

Total

$ 500,000,000

5. Asset Retirement

Obligation

AROs consist primarily

of estimated costs of dismantlement, removal, site reclamation, and similar activities associated with the Company’s oil and natural

gas properties. The following table describes changes in the ARO:

Year ended December 31, 2025

ARO Liability, beginning

of year

$ 2,647,039

Liabilities incurred

183,507

Accretion expense

169,259

Revisions

(244,920 )

ARO Liability, end

of year

$ 2,754,885

6. Related Party

Transactions

The Company’s

parent company, HG Energy II, LLC has a Management Services Agreement with an entity under common ownership, HG Energy, LLC, for

reimbursement of services provided to the Company by HG Energy, LLC, including management, administrative, accounting, and legal services.

The Company recognized expenses of approximately $14,410,999 during the year ended December 31, 2025 under the agreement. These

expenses are included within general and administrative expenses on the consolidated statement of income.

HG Energy II

Production Holdings, LLC and Subsidiary

Notes

to Consolidated Financial Statements

On June 1,

2018, the Company entered into a Gas Gathering Agreement Contract with HG Energy II Midstream Holdings, LLC (HGMH) where HGMH provides

a gathering service to HGPH, and charges a fixed rate on quantity of productions for gas and condensate gathered. During the year ended December 31,

2025, the Company incurred $87,722,251 of gathering fees payable to HGMH, which are included in the Gathering fee, related

party on the consolidated statement of income. As of December 31, 2025, the Company had a related-party payable of

$14,969,487 due to HGMH, included in the Accrued liabilities, related party on the consolidated balance sheet.

7. Commitments

and Contingencies

The Company may

be involved in litigation and claims that arise in the normal course of business. The Company is not aware of any such lawsuits. It is

the opinion of management that the outcome of any lawsuits would not materially affect the financial position and operations of the Company.

In the normal course

of business, the Company enters into contractual arrangements that give rise to commitments, including, but not limited to, operating

agreements, service and maintenance arrangements, purchase obligations, and other contractual commitments. These commitments may require

future cash payments and are evaluated for appropriate recognition and disclosure in the accompanying consolidated financial statements

in accordance with ASC 440, Commitments. The following table sets forth a schedule of future minimum payments for the Company’s

contractual obligations, which include leases that have a lease term in excess of one year as of December 31, 2025:

Firm

Transportation(a)

Processing,

Gathering,

and

Compression(b)

Operating

Activities(c)

Total

2026

$ 54,829,470

$ 58,001,429

$ 40,273,500

$ 153,104,399

2027

54,580,070

67,294,542

121,874,612

2028

53,845,188

75,978,843

129,824,031

2029

49,753,570

71,467,590

121,221,160

2030

47,244,350

67,957,426

115,201,776

Thereafter

66,669,452

412,221,285

478,890,737

Total

$ 326,922,100

$ 752,921,115

$ 40,273,500

$ 1,120,116,715

(a) Firm

Transportation - The Company has entered into firm transportation agreements with various

pipelines in order to facilitate the delivery of its production to market. These contracts

commit the Company to transport minimum daily natural gas volumes at negotiated rates, or

pay for any deficiencies at specified reservation fee rates. The amounts in this table are

based on the Company’s minimum daily volumes at the reservation fee rate. The values

in the table represent the gross amounts that the Company is committed to pay.

(b) Processing,

Gathering, and Compression Commitments - The Company has entered into various long-term

gas processing, gathering, and compression agreements. The minimum payment obligations under

the agreements are presented in this column. The values in the table represent the gross

amounts that the Company is committed to pay.

Activities - The Company has obligations under contracts for services provided by drilling

rigs and completion fleets. The values in the table represent the gross amounts that HGPH

is committed to pay.

HG Energy II

Production Holdings, LLC and Subsidiary

Notes

to Consolidated Financial Statements

8. Subsequent Events

On December 5,

2025, the Company, along with its parent Company, HG Energy II, LLC, entered into a MIPA to sell 100% of its equity interests in HGPH

to Antero, with an effective date of January 1, 2026. Under the MIPA, Antero agreed to acquire the Company’s upstream

assets for $2.8 billion in cash plus the assumption of the Company’s commodity hedge book, subject to customary closing adjustments.

The transaction was structured as the sale of 100% of the issued and outstanding equity interests in HGPH. The transaction closed on

February 3, 2026, and the Company subsequently used the proceeds to retire all outstanding debt of HGPH. In connection with the

closing, the Company entered into a Transition Services Agreement (TSA) with Antero through August 2026, which Antero may elect

to terminate prior to August.

Management evaluated

subsequent events through April 3, 2026, the date the consolidated financial statements were available to be issued.

9. Supplemental

Oil and Gas Information (Unaudited)

Net proved oil

and gas reserves for the year ended December 31, 2025 were prepared by Cawley, Gillespie & Associates, Inc. utilizing

data compiled by the Company. There are many uncertainties inherent in estimating proved reserve quantities, and projecting future production

rates and timing of future development costs. In addition, reserve estimates of new discoveries are more imprecise than those of properties

with a production history. Accordingly, these estimates are subject to change as additional information becomes available. All reserves

are located in the United States.

Proved reserves

are the estimated quantities of oil, condensate, NGLs, and natural gas that geological and engineering data demonstrate with reasonable

certainty to be recoverable in future years from known oil and gas reservoirs under existing economic and operating conditions at the

end of the respective years. Proved developed reserves are those reserves expected to be recovered through existing wells with existing

equipment and operating methods. The Company estimates proved reserves using a 12-month average price, calculated as the unweighted arithmetic

average of the first-day-of-the-month price for each month.

Proved undeveloped

reserves include drilling locations that are more than one offset location away from productive wells and are reasonably certain of containing

proved reserves and which are scheduled to be drilled within five years under the Company’s development plans. The Company’s

development plans for drilling scheduled over the next five years are subject to many uncertainties and variables, including availability

of capital, future commodity prices, net cash provided by operating activities, future drilling and completion costs, and other economic

factors.

The tables below

set forth the changes in quantities of proved reserves and net quantities of proved developed and proved undeveloped reserves for the

periods indicated. This information includes the Company’s royalty and net working interest share of the reserves in oil and gas

properties.

The remainder

of this page intentionally left blank.

HG Energy II

Production Holdings, LLC and Subsidiary

Notes

to Consolidated Financial Statements

Natural Gas

(Bcf)

NGLs

(MMBbl)

Oil and

Condensate

(MMBbl)

Equivalents

(Bcfe)

Proved Reserves

December 31, 2024

2,919

3,135

Revisions

501

588

Extensions and discoveries

944

1,137

Production

(235 )

(2 )

(249 )

December 31, 2025

4,129

4,611

Natural Gas

(Bcf)

NGLs

(MMBbl)

Oil and

Condensate

(MMBbl)

Equivalents

(Bcfe)

Proved Developed Reserves

December 31, 2024

1,894

1,946

December 31, 2025

2,383

2,542

Proved Undeveloped Reserves

December 31, 2024

1,025

1,189

December 31, 2025

1,746

2,069

2025 Proved

Reserve Changes

Significant changes

in proved reserves for the year ended December 31, 2025 include the following:

· Extensions

and discoveries of 1,137 Bcfe resulted from the addition of 28 Proved undeveloped (PUD)

locations.

· Net

upward revisions of 588 Bcfe resulted from the addition of 14 PUD locations.

Standardized

Measure of Discounted Future Net Cash Flow

The standardized

measure relating to proved oil and reserves was prepared in accordance with the provisions of ASC 932. Future cash inflows were computed

by applying historical 12-month unweighted arithmetic average first-day-of-the-month average prices. Future prices actually received

may materially differ from current prices or the prices used in the standardized measure.

Future production

and development costs represent the estimated future expenditures (based on current costs) to be incurred in developing and producing

the proved reserves, assuming continuation of existing economic conditions. Future income tax expenses were computed by applying statutory

income tax rates to the difference between pretax net cash flows relating to the Company’s proved reserves and the tax basis of

proved oil and gas properties. In addition, the effects of available net operating loss carryforwards and alternative minimum tax credits

were used in computing future income tax expense. The resulting annual net cash inflows were then discounted using a 10% annual rate.

HG Energy II

Production Holdings, LLC and Subsidiary

Notes

to Consolidated Financial Statements

The following table

sets forth the standardized measure of the discounted future net cash flows attributable to the Company’s proved reserves (in millions):

Year ended December 31,

2025

Future cash inflows

$ 15,453

Future production costs

(6,806 )

Future development costs

(868 )

Future Net Cash Flows, before

income tax

7,779

Future income tax expense

Future Net Cash Flows

7,779

10% annual discount for estimated

timing of cash flows

(4,480 )

Standardized Measure of Discounted

Future Net Cash Flows

$ 3,299

The Company used

the following 12-month weighted-average prices to estimate its total equivalent reserves (per Mcfe):

Year ended December 31,

2025

12-month weighted-average

price

$ 3.39

Changes in

Standardized Measure of Discounted Future Net Cash Flow

The changes in

the standardized measure relating to proved oil and natural gas reserves, which were prepared in accordance with the provisions of ASC

932, are as follows (in millions):

Year ended December 31,

2025

Sales of oil and gas, net of productions costs

$ (532 )

Net changes in prices and production costs

1,836

Development costs incurred during the period

298

Net changes in future development costs

Extensions, discoveries, and other additions

462

Revisions of previous quantity estimates

315

Accretion of discount

Net change in income taxes

Changes in timing and other

(195 )

Net Increase

2,308

Balance, beginning

of year

991

Balance, end

of year

$ 3,299

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2611828d1_ex99-2.htm · Sequence: 5

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

STATEMENTS

HG Acquisition

On February 3, 2026 (the “Closing Date”),

Antero Resources Corporation (“Antero Resources”) completed the previously announced acquisition of HG Energy II Production

Holdings, LLC (“HG Production”) from HG Energy II LLC (“HG Energy”) for cash consideration of approximately $2.8

billion (the “Acquisition”), as contemplated by the Membership Interest Purchase Agreement (as amended, the “Purchase

Agreement”), dated December 5, 2025, by and among Antero Resources, HG Energy, HG Production, HG Energy II Midstream Holdings, LLC

and Antero Midstream Partners LP.

January 28, 2026, Antero Resources issued $750 million aggregate principal amount of 5.400% senior notes due February 1, 2036 (the “2036

Notes”) at a price of 99.869% of par. Additionally, on February 3, 2026, with the consummation of the Acquisition, Antero Resources

entered into an unsecured three year term loan facility with an aggregate principal amount of $1.5 billion with the lenders party thereto

and Royal Bank of Canada, as administrative agent, and borrowed $1.5 billion in a single borrowing (the “Term Loan”). The

Acquisition was funded with net proceeds of the 2036 Notes, borrowings under the Term Loan, borrowings under Antero Resources’ senior

unsecured revolving credit facility (the “Credit Facility”) and restricted cash (collectively, the “Financing Transactions”).

Unaudited Pro Forma Condensed Combined Financial Statements

The following unaudited pro forma condensed combined

financial statements (the “pro forma financial statements”) are derived from the historical consolidated financial statements

of Antero Resources and HG Production, and have been adjusted to reflect the Acquisition along with the Financing Transactions and the

use of proceeds therefrom. The unaudited pro forma condensed combined balance sheet (the “pro forma balance sheet”) as of

December 31, 2025 gives effect to the Acquisition and the Financing Transactions, along with the use of proceeds therefrom, as if each

transaction had been completed on December 31, 2025. The unaudited pro forma condensed combined statement of operations (the “pro

forma statement of operations”) for the year ended December 31, 2025 gives effect to the Acquisition and the Financing Transactions

as if each transaction had been completed on January 1, 2025.

The pro forma financial statements reflect the

following pro forma adjustments, based on available information and certain assumptions that Antero Resources believes are reasonable:

· the Acquisition, which was accounted for using the acquisition method of accounting, with Antero Resources identified as the accounting

acquirer;

· adjustments to conform the classification of certain assets and liabilities in HG Production’s historical balance sheet to Antero

Resources’ classification for similar assets and liabilities;

· the assumption of liabilities by Antero Resources for any transaction-related expenses;

· adjustments to conform the classification of expenses in HG Production’s historical statement of operations to Antero Resources’

classification for similar expenses; and

· the estimated tax impact of pro forma adjustments, including the effects of Antero Resources’ treatment of certain assets held

by HG Production and its subsidiaries as like-kind replacement property in connection with a reverse like-kind exchange transaction conducted

pursuant to Section 1031 of the United States Internal Revenue Code of 1986, as amended, the treasury regulations promulgated thereunder,

and IRS Revenue Procedure 2000-37, 2000-2 C.B. 308 (as modified by IRS Revenue Procedure 2004-51, 2004-2 C.B. 294).

Assumptions and estimates underlying the pro forma

adjustments are described in the accompanying notes, which should be read in conjunction with the pro forma financial statements. In Antero

Resources’ opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The historical

consolidated financial statements have been adjusted in the pro forma financial statements to give effect to the Acquisition and the Financing

Transactions along with the use of proceeds therefrom. These adjustments are directly attributable to the Acquisition, factually supportable

and, with respect to the pro forma statement of operations, expected to have a continuing impact on the results of Antero Resources following

the Acquisition.

The pro forma financial statements do not include

the realization of any cost savings from operating efficiencies or synergies that might result from the Acquisition. The pro forma financial

statements exclude the costs associated with subsequent integration activities related to the Acquisition. Additionally, Antero Resources

anticipates that certain non-recurring charges will be incurred in connection with the Acquisition, the substantial majority of which

consist of fees paid to financial, legal and accounting advisors and filing fees. Any such charge could affect the future results of the

post-acquisition company in the period in which such charges are incurred; however, these costs are not expected to be incurred in any

period beyond 12 months from the Closing Date. Accordingly, the pro forma statement of operations for the year ended December 31, 2025

reflects the effects of any expected non-recurring charges which are not included in the historical statements of operations of Antero

Resources.

As of the date of the Form 8-K/A to which these

pro forma financial statements are included as an exhibit, Antero Resources has not finalized a detailed valuation study necessary to

arrive at the required final estimates of the fair value of the HG Production oil and gas properties, identifiable intangible assets acquired,

if any, and liabilities assumed and the related allocations of purchase price, nor has it identified all adjustments necessary to conform

HG Production’s accounting policies to Antero Resources accounting policies. A final determination of the fair value of HG Production’s

assets and liabilities will be based on the actual oil and gas reserves and acreage that exist as of the Closing Date. As a result, the

pro forma adjustments are preliminary and subject to change as additional information becomes available and additional analysis is performed.

The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma financial statements

presented below. Antero Resources estimated the fair value of HG Production’s assets and liabilities based on reviews of HG Production’s

historical audited financial statements, preliminary valuation studies, discussions with HG Production’s management and other due

diligence procedures. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final

valuation will result in adjustments to the pro forma balance sheet and/or statements of operations. The final purchase price allocation

may be materially different than that reflected in the pro forma purchase price allocation presented herein.

The pro forma financial statements have been developed

from and should be read in conjunction with Antero Resources’ historical consolidated financial statements and the notes thereto

included in Antero Resources’ Annual Report on Form 10-K for the year ended December 31, 2025, and HG Production’s historical

audited consolidated financial statements as of and for the year ended December 31, 2025 and the notes thereto, which is attached as

Exhibit 99.1 to the Form 8-K/A to which these pro forma financial statements are included as an exhibit.

ANTERO RESOURCES CORPORATION

Unaudited Pro Forma Condensed Combined Balance Sheet

As of December 31, 2025

(In thousands)

Historical

Reclassification

Pro Forma

Antero Resources

Antero

Adjustments

Pro Forma

Resources

Production(1)

(Note 3)

Combined

Assets

Current assets:

Cash and cash equivalents

$ —

47,253

—

(47,184

)(b)(c)(d)

Restricted cash

210,000

—

(210,000

)(b)

—

Accounts receivable

33,773

1,073

680 (a)

882

(b)

36,408

Accrued revenue

473,453

97,936

3,482 (a)

13,337

(b)

588,208

Derivative instruments

68,913

13,213

—

(13,213

)(b)

68,913

Prepaid expenses

14,554

—

14,554

Current assets held for sale

20,269

—

20,269

Other current assets

10,818

—

10,818

Total current assets

831,780

159,475

4,162

(256,178

)

739,239

Property and equipment:

Oil and gas properties, at cost (successful efforts method):

Unproved properties

796,705

—

171,940 (a)

146,595

(b)

1,115,240

Proved properties

14,049,003

—

2,496,686 (a)

151,381

(b)

16,697,070

Oil and natural gas properties (successful efforts method), net

—

2,050,179

(2,050,179 )(a)

—

Other property and equipment

113,020

—

153,431

(152,317

)(c)

114,134

Property, plant and equipment, net

—

138,746

(138,746 )(a)

—

14,958,728

2,188,925

633,132

145,659

17,926,444

Less accumulated depletion, depreciation and amortization

(5,753,416 )

—

(633,132 )(a)

633,132

(b)

(5,753,416 )

Property and equipment, net

9,205,312

2,188,925

—

778,791

12,173,028

Operating leases right-of-use assets

2,132,509

—

96,002

(e)

2,228,511

Derivative instruments

12,524

—

10,082

(b)

22,606

Investment in unconsolidated affiliate

245,653

—

245,653

Assets held for sale

754,737

—

754,737

Other assets

62,892

8,401

—

(8,401

)(c)

62,892

Total assets

$ 13,245,407

2,356,801

4,162

620,296

16,226,666

(Continued)

ANTERO RESOURCES CORPORATION

Unaudited Pro Forma Condensed Combined Balance Sheet

As of December 31, 2025

(In thousands)

Historical

Reclassification

Pro Forma

Antero Resources

Antero

Adjustments

Pro Forma

Resources

Production(1)

(Note 3)

Combined

Liabilities and Equity

Current liabilities:

Accounts payable

$ 49,514

18,665

—

(18,276

)(b)

49,903

Accounts payable, related parties

101,454

14,969

—

1,702

(b)

118,125

Accrued liabilities

338,847

32,428

—

49,881

(b)(f)

421,156

Revenue distributions payable

384,777

18,997

4,162 (a)

4,802

(b)

412,738

Derivative instruments

—

71,901

(b)

71,901

Short-term lease liabilities

516,256

—

49,053

(e)

565,309

Deferred revenue, VPP

23,502

—

23,502

Current liabilities held for sale

62,310

—

62,310

Other current liabilities

26,653

—

26,653

Total current liabilities

1,503,313

85,059

4,162

159,063

1,751,597

Long-term liabilities:

Long-term debt

1,397,976

500,000

—

2,094,466

(c)(d)

3,992,442

Deferred income tax liability, net

907,306

—

90,807

(b)

998,113

Derivative instruments

—

53,252

—

(35,152

)(b)

18,100

Long-term lease liabilities

1,612,288

—

46,949

(f)

1,659,237

Deferred revenue, VPP

11,946

—

11,946

Liabilities held for sale

39,789

—

39,789

Other liabilities

57,140

2,755

—

2,042

(b)

61,937

Total liabilities

5,529,758

641,066

4,162

2,358,175

8,533,161

Commitments and contingencies

Equity:

Stockholders' equity:

Preferred stock, $0.01 par value

—

Common stock, $0.01 par value

3,085

—

3,085

Additional paid-in capital

5,865,447

—

5,865,447

Members’ equity

—

1,715,735

—

(1,715,735

)(j)

—

Retained earnings

1,682,295

—

(22,144

)(f)

1,660,151

Total stockholders' equity

7,550,827

1,715,735

—

(1,737,879

)

7,528,683

Noncontrolling interests

164,822

—

164,822

Total equity

7,715,649

1,715,735

—

(1,737,879

)

7,693,505

Total liabilities and equity

$ 13,245,407

2,356,801

4,162

620,296

16,226,666

(1) Certain of HG Production’s financial statement caption names have been conformed to align with Antero Resources’ historical

presentation.

See

accompanying notes to unaudited pro forma condensed combined financial statements. (Concluded)

ANTERO RESOURCES CORPORATION

Unaudited Pro Forma Condensed Combined Statement

of Operations

For the Year Ended December 31, 2025

(In thousands)

Historical

Reclassification

Pro Forma

Antero Resources

Antero

Adjustments

Pro Forma

Resources

Production(1)

(Note 3)

Combined

Revenue and other:

Natural gas sales

$ 2,873,241

714,416

—

3,587,657

Natural gas liquids sales

1,986,840

73,827

—

2,060,667

Oil sales

150,158

7,127

—

157,285

Commodity derivative fair value gains

111,049

—

41,801 (a)

—

152,850

Interest rate derivative fair value losses

—

(3,862 )(a)

3,862

(c)

—

Marketing

125,900

—

125,900

Amortization of deferred revenue, VPP

25,264

—

25,264

Gathering fee, service fee and other

—

5,666

(5,666 )(a)

—

Other revenue and income

3,371

—

5,701 (a)

—

9,072

Total revenue

5,275,823

801,036

37,974

3,862

6,118,695

Operating expenses:

Lease operating

135,124

138,422

(109,298 )(a)

—

164,248

Gathering, compression, processing and transportation

2,857,426

—

205,856 (a)

—

3,063,282

Gathering fee, related party

—

87,722

(87,722 )(a)

—

Production and ad valorem taxes

163,135

38,003

(9,299 )(a)

—

191,839

Marketing

190,206

—

190,206

Exploration

2,990

—

2,990

General and administrative (including equity-based compensation expense)

232,526

14,411

462 (a)

(12,293

)(c)

235,106

Depletion, depreciation and amortization

749,675

146,975

—

(3,746

)(c)(g)

892,904

Impairment of property and equipment

29,358

977

—

30,335

Accretion of asset retirement obligations

3,892

169

—

151

(h)

4,212

Contract termination, loss contingency and settlements

28,012

—

28,012

Gain on sale of assets

(266 )

—

(37 )(a)

(c)

(266 )

Other operating expense

—

Total operating expenses

4,392,177

426,679

(38 )

(15,851

)

4,802,967

Operating income

883,646

374,357

38,012

19,713

1,315,728

(Continued)

ANTERO RESOURCES CORPORATION

Unaudited Pro Forma Condensed Combined Statement

of Operations

For the Year Ended December 31, 2025

(In thousands, except per share amounts)

Historical

Reclassification

Pro Forma

Antero Resources

Antero

Adjustments

Pro Forma

Resources

Production(1)

(Note 3)

Combined

Other income (expense):

Interest expense, net

$ (83,682 )

(40,806 )

2,044 (a)

(112,166

)(c)(d)

(234,610 )

Equity in earnings of unconsolidated affiliate

98,484

—

98,484

Loss on early extinguishment of debt

(3,628 )

—

(3,628 )

Transaction expense

(4,386 )

—

(22,144

)(f)

(26,530 )

Loss on interest rate swap

—

(3,862 )

3,862 (a)

—

Gain on commodity derivatives

—

41,801

(41,801 )(a)

—

Other income

—

2,117

(2,117 )(a)

—

Total other expense

6,788

(750 )

(38,012 )

(134,310

)

(166,284 )

Income before income taxes

890,434

373,607

—

(114,597

)

1,149,444

Income tax expense

(215,867 )

—

(57,053

)(i)

(272,920 )

Net income and comprehensive income including noncontrolling interests

674,567

373,607

—

(171,650

)

876,524

Less: net income and comprehensive income attributable to noncontrolling interests

40,149

—

40,149

Net income and comprehensive income attributable to Antero Resources Corporation

$ 634,418

373,607

—

(171,650

)

836,375

Net income per common share—basic

$ 2.05

—

2.70

Net income per common share—diluted

$ 2.03

—

2.68

Weighted average number of common shares outstanding:

Basic

309,719

—

309,719

Diluted

312,361

—

312,361

(1) Certain of HG Production’s financial statement caption names have been conformed to align with Antero Resources’ historical

presentation.

See

accompanying notes to unaudited pro forma condensed combined financial statements. (Concluded)

ANTERO RESOURCES CORPORATION

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

(1) Basis of Presentation

The pro forma financial statements have been derived

from the historical consolidated financial statements of each of Antero Resources and HG Production. Certain of HG Production’s

historical amounts have been reclassified to conform to Antero Resources’ financial statement presentation. The pro forma balance

sheet as of December 31, 2025 gives effect to the Acquisition and the Financing Transactions, along with the use of proceeds therefrom,

as if each transaction had been completed on December 31, 2025. The pro forma statement of operations for the year ended December 31,

2025 gives effect to the Acquisition and the Financing Transactions, along with the use of proceeds therefrom, as if each transaction

had been completed on January 1, 2025.

The Acquisition and the Financing Transactions

and the related transaction accounting adjustments are described in the accompanying notes to the pro forma financial statements. In the

opinion of Antero Resources’ management, all material adjustments have been made that are necessary to present fairly, in accordance

with Article 11 of Regulation S-X of the SEC, the pro forma financial statements. The pro forma financial statements (i) do not purport

to be indicative of the financial position or results of operations of the combined company that would have occurred if the Acquisition

had occurred on the dates indicated, (ii) are not indicative of Antero Resources future financial position or results of operations and

(iii) do not reflect the actual pro forma financial position of Antero Resources as of the Closing Date. In addition, future results may

vary significantly from those reflected in such statements.

(2) Unaudited Pro Forma Condensed Combined Balance Sheet

The Acquisition was accounted for using the acquisition

method of accounting using the accounting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”) Topic 805, Business Combinations. The allocation of the preliminary estimated purchase price is

based upon Antero Resources’ estimates of, and assumptions related to, the fair value of assets to be acquired and liabilities to

be assumed as of December 31, 2025 using currently available information. Due to the fact that the unaudited pro forma financial statements

have been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position

and results of operations of the combined companies may be materially different from the pro forma amounts included herein. Antero Resources

expects to finalize the purchase price allocation as soon as practicable.

The preliminary consideration to be transferred

and the fair value of assets acquired and liabilities assumed is as follows (in thousands):

Preliminary Purchase

Price Allocation

Cash consideration

$ 2,804,466

Fair value of assets acquired:

Cash

Accounts receivable

2,635

Accrued revenue

114,755

Unproved properties

318,535

Proved properties

2,648,067

Other property and equipment

1,114

Operating lease right-of-use asset

96,002

Derivative instruments

10,082

Total assets acquired

3,191,259

Fair value of liabilities assumed:

Accounts payable

389

Accounts payable, related parties

16,671

Accrued liabilities

60,165

Revenue distributions payable

27,961

Operating lease liability

96,002

Derivative instruments

90,001

Deferred income tax liability

90,807

Other liabilities

4,797

Total liabilities assumed

386,793

Net assets acquired and liabilities assumed

$ 2,804,466

ANTERO RESOURCES CORPORATION

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

(3) Pro Forma Adjustments

The

Antero Resources historical balance sheet and statement of operations as of and for the year ended December 31, 2025 are derived from

the audited consolidated financial statements included within Antero Resources’ Annual Report on Form 10-K for the year ended December

31, 2025. The HG Production historical balance sheet and statement of operations as of and for the year ended December 31, 2025 are derived

from HG Production’s audited consolidated financial statements for the year ended December 31, 2025, which is attached as

Exhibit 99.1 to the Form 8-K/A to which these pro forma financial statements are included as an exhibit.

The

following adjustments have been made to the accompanying pro forma financial statements:

(a) The following reclassifications were made as a result of the transaction to conform to Antero Resources presentation:

Pro Forma Balance Sheet as of December 31, 2025

· Reclassification of $1 million from revenue distributions payable to accounts receivable;

· Reclassification of $3 million from revenue distribution payable to accrued revenue;

· Reclassification of $172 million from oil and natural gas properties (successful efforts method), net to unproved properties;

· Reclassification of $2.5 billion from oil and natural gas properties (successful efforts method), net to proved properties;

· Reclassification of $153 million from property, plant and equipment, net to property and equipment;

· Reclassification of $(618) million from oil and natural gas properties (successful efforts method), net to accumulated depletion,

depreciation and amortization;

· Reclassification of $(15) million from property, plant and equipment, net to accumulated depletion, depreciation and amortization;

Pro Forma Statement of Operations for the year ended December 31, 2025

· Reclassification of $42 million from gain on commodity derivatives to commodity derivative fair value gains;

· Reclassification of $(4) million from loss on interest rate swap to interest rate derivative fair value losses;

· Reclassification of $6 million from gathering fee, service fee and other revenue to other revenue and income;

· Reclassification of $118 million from lease operating to gathering, compression, processing and transportation expense;

· Reclassification of $88 million from gathering fee, related party to gathering, compression, processing and transportation expense;

· Reclassification of $(9) million from lease operating to production and ad valorem taxes;

· Reclassification of less than $1 million from lease operating to general and administrative expense;

· Reclassification of $2 million from other income to interest expense, net.

ANTERO RESOURCES CORPORATION

Notes to the Unaudited Pro

Forma Condensed Combined Financial Statements

(b) Pro forma adjustments to allocate the estimated fair value of consideration transferred to the estimated fair value of the assets

acquired and liabilities assumed resulted in the following purchase price allocation adjustments:

· Decreases of $2.6 billion and $210 million to cash and cash equivalents and restricted cash, respectively, to reflect the cash consideration

of the Acquisition (see Note 2 above);

· Increases of $147 million and $151 million in the net book basis of unproved and proved oil and gas properties, respectively, to reflect

each at fair value;

· Increase of $633 million to accumulated depletion, depreciation and amortization to eliminate HG Production’s historical accumulated

depletion, depreciation and amortization;

· Increases of $13 million, $10 million and $1 million to accrued revenue, derivative instruments assets (long-term) and accounts receivable,

respectively, to reflect each at fair value;

· Decrease of $13 million to derivative instruments assets (current) to reflect at fair value;

· Increase of $90 million to deferred income tax liability, net to reflect the fair value of Antero Resources’ treatment of certain

assets held by HG Production and its subsidiaries as like-kind replacement property in connection with a reverse like-kind exchange transaction

conducted pursuant to Section 1031 of the United States Internal Revenue Code of 1986, as amended, the treasury regulations promulgated

thereunder, and IRS Revenue Procedure 2000-37, 2000-2 C.B. 308 (as modified by IRS Revenue Procedure 2004-51, 2004-2 C.B. 294);

· Increases of $72 million, $28 million, $5 million, $2 million and $2 million to derivative instruments liabilities (current), accrued

liabilities, revenue distributions payable, accounts payable, related parties and other liabilities, respectively, to reflect at fair

value;

· Decreases of $35 million and $18 million to derivative instruments liabilities (long-term) and accounts payable, respectively, to

reflect each at fair value;

(c) Pro forma adjustments to eliminate certain accounts attributable to HG Production, which Antero Resources is not acquiring or assuming

including:

· Elimination of $47 million of cash and cash equivalents;

· Elimination of $152 million of other property and equipment;

· Elimination of $500 million of HG Production’s long-term debt which was not conveyed with the Acquisition;

· Elimination of $8 million of debt issuance costs within other assets related to HG Production’s long-term debt which was not

conveyed with the Acquisition;

· Elimination of $41 million of interest expense related to the historical interest expense on HG Production’s long-term debt

which was not conveyed with the Acquisition;

· Elimination of $12 million of general and administrative expenses related to management services provided to HG Production which were

not conveyed with the Acquisition;

· Elimination of $4 million of interest rate derivative fair value losses related to an interest rate derivative instrument which was

not conveyed with the Acquisition;

· Elimination of $4 million of depreciation expense related to property, plant and equipment which was not conveyed with the Acquisition;

ANTERO RESOURCES CORPORATION

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

· Elimination of gain on sale of assets which were not conveyed with the Acquisition.

(d) Pro forma adjustments to reflect the impact of the Financing Transactions:

· Increases in cash and cash equivalents and long-term debt of $742 million for the issuance of $750 million aggregate principal of

the 2036 Notes, net of $8 million of debt issuance costs;

· Increases in cash and cash equivalents and long-term debt of $1.5 billion for borrowings under the Term Loan, net of $10 million of

debt issuance costs;

· Increases in cash and cash equivalents and long-term debt of $363 million for the additional borrowings under the Credit Facility;

· Increase in interest expense of $79 million related to interest on the Term Loan, assuming an interest rate on the Closing Date of

5.27%. A 0.125% change in the variable interest rate of the Term Loan would increase or decrease interest expense presented in the pro

forma statement of operations by $2 million;

· Increase in interest expense of $41 million related to additional interest on the 2036 Notes, assuming an effective interest rate

of 5.53%;

· Increase in interest expense of $29 million related to interest on the additional borrowings on the Credit Facility, including a $210

million borrowing for payment of the Acquisition deposit to HG Energy upon execution of the Purchase Agreement that was reflected as restricted

cash as of December 31, 2025, assuming a weighted average interest rate on the Closing Date of 5.27%. A 0.125% change in the variable

interest rate of the Credit Facility would increase or decrease interest expense presented in the pro forma statement of operations by

less than $1 million;

· Increase in interest expense of $4 million related to the additional amortization of debt issuance costs incurred on the Term Loan.

(e) Pro forma adjustment to conform to Antero Resources’ accounting policy on the capitalization of certain oil and gas service agreements as operating leases.

(f) Pro forma adjustment for estimated transaction costs of $22 million incurred related to the Acquisition, including underwriting, banking,

legal and accounting fees. These costs are not reflected in the historical December 31, 2025 financial statements of Antero Resources

or HG Production, but are reflected in the pro forma balance sheet as of December 31, 2025 as an increase to accrued liabilities and a

decrease to retained earnings, and in the pro forma statement of operations for the year ended December 31, 2025 as an increase to transaction

expenses as they relate directly to the Acquisition and will be expensed by Antero Resources as incurred. These costs are not expected

to be incurred in any period beyond 12 months from the Closing Date.

(g) Pro forma adjustment to depletion, depreciation and amortization of less than $1 million, calculated in accordance with the successful

efforts method of accounting and based on the preliminary fair value and reserves volumes of the proved properties acquired.

(h) Pro forma adjustment to accretion expense of less than $1 million in relation to the fair value of the asset retirement obligations

acquired.

(i) Pro forma adjustments to income tax expense based upon a statutory federal and blended state tax rate of approximately 22% for the

year ended December 31, 2025. The adjustment includes:

· Increase of $82 million to income tax expense to reflect the application of the statutory federal and blended state rate to HG Production’s

historically reported income before income taxes which did not historically include income tax expense due to HG Production’s status

as a limited liability company not subject to entity-level federal or state income taxation;

ANTERO RESOURCES CORPORATION

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

· Decrease of $25 million to income tax expense to reflect the tax effect of the transaction accounting adjustments above on the pro

forma statement of operations, to the extent the amounts are expected to be deductible or taxable, as appropriate.

(j) Pro forma adjustment to eliminate HG Production’s historical equity balance in accordance with the acquisition method of accounting.

(4) Supplemental Pro Forma Oil and Gas Reserves Information

The following tables present the estimated pro

forma combined changes in the quantities of proved reserves during the year ended December 31, 2025, as well as proved developed and

proved undeveloped reserves as of December 31, 2025. The pro forma reserve information set forth below gives effect to the Acquisition

as if the Acquisition had been completed on January 1, 2025.

Natural Gas (Bcf)

Antero Resources

HG Production

Pro Forma

Historical

Combined

Proved reserves:

December 31, 2024

10,603

2,919

13,522

Revisions

1,140

501

1,641

Extensions, discoveries and other additions

553

944

1,497

Acquisition of reserves

282

—

282

Production

(808 )

(235 )

(1,043 )

December 31, 2025

11,770

4,129

15,899

Proved developed reserves:

December 31, 2024

7,876

1,894

9,770

December 31, 2025

8,388

2,383

10,771

Proved undeveloped reserves:

December 31, 2024

2,727

1,025

3,752

December 31, 2025

3,382

1,746

5,128

NGLs (MBbls)

Antero Resources

HG Production

Pro Forma

Historical

Combined

Proved reserves:

December 31, 2024

1,193

1,227

Revisions

Extensions, discoveries and other additions

Acquisition of reserves

—

Production

(72 )

(2 )

(74 )

December 31, 2025

1,208

1,285

Proved developed reserves:

December 31, 2024

966

975

December 31, 2025

1,003

1,029

Proved undeveloped reserves:

December 31, 2024

227

253

December 31, 2025

205

256

ANTERO RESOURCES CORPORATION

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

Oil (MBbls)

Antero Resources

HG Production

Pro Forma

Historical

Combined

Proved reserves:

December 31, 2024

Revisions

Extensions, discoveries and other additions

Production

(3 )

—

(3 )

December 31, 2025

Proved developed reserves:

December 31, 2024

—

December 31, 2025

Proved undeveloped reserves:

December 31, 2024

December 31, 2025

Total (Bcfe)

Antero Resources

HG Production

Pro Forma

Historical

Combined

Proved reserves:

December 31, 2024

17,903

3,135

21,038

Revisions

1,331

588

1,919

Extensions, discoveries and other additions

665

1,137

1,802

Acquisition of reserves

506

—

506

Production

(1,256 )

(249 )

(1,505 )

December 31, 2025

19,149

4,611

23,760

Proved developed reserves:

December 31, 2024

13,747

1,946

15,693

December 31, 2025

14,478

2,542

17,020

Proved undeveloped reserves:

December 31, 2024

4,156

1,189

5,345

December 31, 2025

4,671

2,069

6,740

The following table sets forth the Standardized

Measure of the discounted future net cash flows attributable to the pro forma combined proved reserves (in millions):

As of December 31, 2025

Antero Resources

HG Production

Pro Forma

Historical

Adjustments

Combined

Future cash inflows

$ 71,879

15,453

—

87,332

Future production costs

(46,541 )

(6,806 )

—

(53,347 )

Future development costs

(2,560 )

(868 )

—

(3,428 )

Future net cash flows before income tax

22,778

7,779

—

30,557

Future income tax expense (1)

(4,017 )

—

(1,282 )

(5,299 )

Future net cash flows

18,761

7,779

(1,282 )

25,258

10% annual discount for estimated timing of cash flows

(10,651 )

(4,480 )

731

(14,400 )

Standardized measure of discounted future net cash flows

$ 8,110

3,299

(551 )

10,858

(1) Pro forma adjustment to future income tax expense of HG Production was calculated based on Antero Resources’ tax assumptions

as HG Production was a limited liability company not subject to entity-level federal and state income taxation as of and for the years

ended December 31, 2024 and 2025.

ANTERO RESOURCES CORPORATION

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

The following table summarizes the changes in the

Standardized Measure relating to the pro forma combined proved reserves, which were prepared in accordance with the provisions of FASB

ASC Topic 932, Extractive Industries—Oil and Gas (in millions):

Year Ended December 31, 2025

Antero Resources

HG Production

Pro Forma

Historical

Adjustments

Combined

Sales of oil and gas, net of productions costs

$ (1,855 )

(532 )

—

(2,387 )

Net changes in prices and production costs

6,053

1,836

—

7,889

Development costs incurred during the period

511

298

—

809

Net changes in future development costs

(207 )

—

(182 )

Extensions, discoveries and other additions

160

462

—

622

Acquisitions of reserves

284

—

284

Revisions of previous quantity estimates

769

315

—

1,084

Accretion of discount

383

—

482

Net change in income taxes (1)

(1,233 )

—

(551 )

(1,784 )

Changes in timing and other

(250 )

(195 )

—

(445 )

Net increase

4,615

2,308

(551 )

6,372

Beginning of year

3,495

991

—

4,486

End of year

$ 8,110

3,299

(551 )

10,858

(1) Pro forma adjustment to net change in income taxes of HG Production was calculated based on Antero Resources’ tax assumptions

as HG Production was a limited liability company not subject to entity-level federal and state income taxation as of and for the year

ended December 31, 2025.

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