Item 1.01                                           Entry into a Material Definitive Agreement.

Underwriting Agreement

On March 5, 2015, Antero Resources Corporation, a Delaware corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC (the “Underwriter”), relating to the offer and sale of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The Underwriting Agreement provides for the offer and sale (the “Offering”) by the Company, and purchase by the Underwriter, of 13,100,000 shares of Common Stock, at a price per share of $36.61, resulting in net proceeds of approximately $479.0 million. Pursuant to the Underwriting Agreement, the Company has granted the Underwriter a 30-day option to purchase up to an aggregate of 1,900,000 additional shares of Common Stock. The material terms of the Offering are described in the prospectus, dated March 5, 2015 (the “Prospectus”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on March 6, 2015, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is registered with the Commission pursuant to a Registration Statement on Form S-3 (File No. 333-202506), filed by the Company on March 5, 2015. A legal opinion relating to the validity of the Common Stock is filed herewith as Exhibit 5.1.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.

The Offering is expected to close on March 10, 2015, subject to the satisfaction of customary closing conditions.

The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Relationships

As more fully described under the caption “Underwriting” in the Prospectus, the Underwriter and its affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses.  In particular, an affiliate of Credit Suisse Securities (USA) LLC is a lender under the Company’s credit facility.

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Item 9.01                                           Financial Statements and Exhibits.

(d) Exhibits.

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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.

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EXHIBIT INDEX

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