Equity and Net Income Per Share

12 Months Ended

Dec. 31, 2023

Equity and Net Income Per Share

Equity and Net Income Per Common Share

(12)  Equity and Net Income Per Common Share

(a)Preferred Stock

The Board authorized 100,000,000 shares of preferred stock on March 12, 2019, and issued 10,000 shares of preferred stock designated as "5.5% Series A Non-Voting Perpetual Preferred Stock" (the "Series A Preferred Stock"), to The Antero Foundation on that date. Dividends on the Series A Preferred Stock are cumulative from the date of original issue and payable in cash on the 45^th day following the end of each fiscal quarter, or such other dates as the Board will approve, at a rate of 5.5% per annum on (i) the liquidation preference per share of Series A Preferred Stock (as described below) and (ii) the amount of accrued and unpaid dividends for any prior dividend period on such share of Series A Preferred Stock, if any. At any time following the date of issue, in the event of a change of control, or at any time on or after March 12, 2029, the Company may redeem the Series A Preferred Stock at a price equal to $1,000 per share, plus any accrued and unpaid dividends, payable in cash; provided that if any shares of the Series A Preferred Stock are held by The Antero Foundation at the time of such redemption, the price for redemption of each share of Series A Preferred Stock will be the greater of (i) $1,000 per share, plus any accrued but unpaid dividends, and (ii) the fair market value of the Series A Preferred Stock. On or after March 12, 2029, the holder of each share of Series A Preferred Stock (other than The Antero Foundation) may convert such shares, at any time and from time to time, at the option of the holder into a number of shares of AM common stock equal to the conversion ratio in effect on the applicable conversion date, subject to certain limitations. The Series A Preferred Stock ranks senior to the AM common stock as to dividend rights, as well as with respect to rights upon liquidation, winding-up or dissolution of the Company. Holders of the Series A Preferred Stock do not have any voting rights in the Company, except as required by law, or any preemptive rights.

(b)Weighted Average Common Shares Outstanding

The following is a reconciliation of the Company’s basic weighted average common shares outstanding to diluted weighted average common shares outstanding:

	Year Ended December 31,
(in thousands)	2021		2022		2023
Basic weighted average number of common shares outstanding		477,270		478,232		479,378
Add: Dilutive effect of RSUs		1,201		1,050		1,668
Add: Dilutive effect of PSUs		232		91		528
Add: Dilutive effect of Series A Preferred Stock		1,033		927		798
Diluted weighted average number of common shares outstanding		479,736		480,300		482,372
Weighted average number of outstanding equity awards excluded from calculation of net income per common share—diluted (1):
RSUs		258		—		—

(1) The potential dilutive effects of these awards were excluded from the computation of net income per common share-diluted because the inclusion of these awards would have been anti-dilutive.

(c)Net Income Per Common Share

Net income per common share—basic for each period is computed by dividing the net income or loss attributable to the Company by the basic weighted average number of common shares outstanding during the period. Net income per common share—diluted for each period is computed after giving consideration to the potential dilution from outstanding equity awards, calculated using the treasury stock method. During periods in which the Company incurs a net loss, diluted weighted average common shares outstanding are equal to basic weighted average common shares outstanding because the effect of all equity awards is anti-dilutive.

	Year Ended December 31,
(in thousands, except per share amounts)	2021		2022		2023
Net income	$	331,617		326,242		371,786
Less preferred stock dividends		(550)		(550)		(550)
Net income available to common shareholders	$	331,067		325,692		371,236
Net income per common share–basic	$	0.69		0.68		0.77
Net income per common share–diluted	$	0.69		0.68		0.77
Weighted average common shares outstanding–basic		477,270		478,232		479,378
Weighted average common shares outstanding–diluted		479,736		480,300		482,372