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RANGE RESOURCES CORP

For the period ended Mar 31, 2026. Filed Apr 21, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed Apr 21, 2026

RRC$48.85+0.3%Stored close · as of Nov 9, 2026

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Note

(9)STOCK-BASED COMPENSATION PLANS

Total Stock-Based Compensation Expense

Refer to Note 10 of the Notes to the Consolidated Financial Statements in the Form 10-K for further description of the various types of stock-based compensation awards, their valuations and their award terms. Stock-based compensation represents amortization of time-based restricted stock and performance-based awards. The following details the allocation of stock-based compensation to functional expense categories (in thousands):

Three Months Ended March 31,
20262025
Direct operating expense$546$537
Brokered natural gas and marketing expense884840
Exploration expense334347
General and administrative expense10,62510,111
Total stock-based compensation expense$12,389$11,835

The mark-to-market adjustment of the liability related to the restricted stock Liability Awards held in our deferred compensation plan as recorded in deferred compensation plan expense on our consolidated statements of income, is directly tied to the change in our stock price and not directly related to functional expenses and, therefore, is not allocated to the functional categories above.

Time-based - Equity Awards. These awards ("Equity Awards") are expensed ratably over the service period associated with the awards based on fair value. Fair value is based on prevailing market price on the date of grant and is expensed over a service period up to three years. We recorded compensation expense for these outstanding Equity Awards of $10.3 millionin first three months 2026 compared to $10.1 million in the same period of 2025.

Time-based - Liability Awards. There have been no significant ("Liability Awards") grants since 2022, and we haveno compensation expense recorded for these awards in 2026. Liability Awards were historically contributed into the deferred compensation plan (see further discussion below).

Performance-based TSR Awards ("TSRs" or "TSR Awards"). The fair value of the TSR Awards is estimated on the date of grant using a Monte Carlo simulation model which utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award grant and calculates the fair value of the award. Expected volatilities utilized in the model were estimated using a historical period consistent with the remaining performance period of three years. The risk-free interest rate was based on the United States Treasury rate for a term commensurate with the life of the grant.

Beginning in 2026, we granted performance awards that include (i) "relative" TSR units that will have payouts determined based on our total shareholder return relative to a peer group at the end of the performance period, which are similar to TSR grants made historically and (ii) "absolute" TSR units that will have payouts determined based on total shareholder return targets of our common stock for the performance period. We recorded compensation expense for TSR awards of $1.9 millionin first three months 2026 compared to $1.3 million in the same period of 2025. Fair value is amortized over the performance period with no adjustment to the expense recorded for actual targets achieved. The following assumptions were used to estimate the fair value of the TSR Awards granted during first three months 2026 and 2025:

Three Months Ended March 31,
20262025
Risk-free interest rate3.5%4.2%
Expected annual volatility35%46%
Grant date fair value per unit - relative TSR units$40.46$44.39
Grant date fair value per unit - absolute TSR units$38.47$—

Equity Award Summary

The following is a summary of the activity for our time-based and performance-based stock awards for thethree months ended March 31, 2026:

Time-BasedEquity Awards · Performance-BasedStock Awards
SharesWeightedAverage GrantDate Fair ValueNumber of Units (a)WeightedAverage GrantDate Fair Value
Outstanding at December 31, 20251,104,628$36.37620,208$35.13
Granted1,140,57635.81236,12239.79
Vested(297,722)34.59(145,747)26.86
Forfeited(2,794)36.22——
Outstanding at March 31, 20261,944,688$36.31710,583$38.37

(a)

Amounts granted reflect performance units initially granted. The actual payout will be between zero and 200% depending on achievement of either total stockholder return ranking compared to our peers over the performance period or our absolute shareholder return ranking.

Deferred Compensation Plan

The assets of our deferred compensation plan are held in a grantor trust, which we refer to as the Rabbi Trust, and are therefore available to satisfy the claims of our general creditors in the event of bankruptcy or insolvency. Our common stock held in the Rabbi Trust is accounted for as Liability Awards and is adjusted to fair value each reporting period by a charge or credit to deferred compensation plan expense on our consolidated statements of income. We recorded a mark-to-market loss of$2.5 million in first quarter 2026 compared to a mark-to-market loss of$2.9 million in first quarter 2025. The Rabbi Trust held 248,000 shares (237,000 vested shares) of Range common stock as of March 31, 2026 compared to 266,000 shares (258,000 vested shares) as of December 31, 2025.

Trading securities. Our trading securities held in the deferred compensation plan are accounted for using the mark-to-market accounting method and are included in other assets in the accompanying consolidated balance sheets. We elected to adopt the fair value option to simplify our accounting for the investments in our deferred compensation plan. Interest, dividends, and mark-to-market gains or losses are included in the changes in our deferred compensation assets and liabilities on the accompanying consolidated balance sheets. For first quarter 2026, interest and dividends were $106,000 and the mark-to-market loss was $1.8 million compared to interest and dividends of $133,000 and a mark-to-market loss of $928,000 infirst quarter 2025.

(10) CAPITAL STOCK

Treasury Stock

In February 2026, our Board of Directors approved an increase to our existing stock repurchase program to an aggregate $1.5 billion. Our total remaining share repurchase authorization was$1.5 billion as of March 31, 2026. In first quarter 2026, we repurchased 800,000 shares at an aggregate investment of $27.1 million. The following is a schedule of the change in treasury shares based on settlement date for thethree months ended March 31, 2026:

Beginning balance33,115,000
Shares repurchased800,000
Ending balance33,915,000

(11)EXIT COSTS

In third quarter 2020, the Company sold its North Louisiana assets and retained certain gathering, transportation and processing obligations which extend into 2030. These are contracts where we will not realize any future benefit. The estimated obligations are included in current and long-term divestiture contract obligation in our consolidated balance sheets. In first three months 2026, we recorded accretion expense of $7.0 million compared to$8.9 million in the same period of the prior year.

The following details the accrued exit cost liability activity for thethree months ended March 31, 2026 (in thousands):

Exit Costs
Balance at December 31, 2025$278,428
Accretion of discount6,950
Payments(25,437)
Balance at March 31, 2026$259,941

(12)SUPPLEMENTAL CASH FLOW INFORMATION

Three Months Ended March 31,
20262025
(in thousands)
Net cash provided from operating activities included:
State income taxes paid to taxing authorities (a)(1,800)(1,400)
Interest paid(43,791)(39,969)
Non-cash investing activities included:
Increase in asset retirement costs capitalized7781,474
Decrease in accrued capital expenditures(11,370)(11,149)

(a)

State income taxes paid relate exclusively to Pennsylvania.

(13)COMMITMENTS AND CONTINGENCIES

Litigation

We are the subject of, or party to, various pending or threatened legal actions, administrative proceedings or investigations arising in the ordinary course of our business including, but not limited to, royalty claims, contract claims and environmental claims. While many of these matters involve inherent uncertainty, we believe that the amount of the liability, if any, ultimately incurred with respect to these actions, proceedings or claims will not have a material adverse effect on our consolidated financial position as a whole or on our liquidity, capital resources or future annual results of operations.

When deemed necessary, we establish reserves for certain legal proceedings. The establishment of a reserve is based on an estimation process that includes the advice of legal counsel and subjective judgment of management. While management believes these reserves to be adequate, it is reasonably possible we could incur additional losses with respect to those matters in which reserves have been established. We will continue to evaluate our litigation on a quarterly basis and will establish and adjust any litigation reserves as appropriate to reflect our assessment of the then current status of litigation.

We have incurred and will continue to incur capital, operating and remediation expenditures as a result of environmental laws and regulations. As of March 31, 2026, liabilities for remediation were not material. We are not aware of any environmental claims existing as of March 31, 2026 that have not been provided for or would otherwise have a material impact on our financial position or results of operations. Environmental liabilities normally involve estimates that are subject to revision until final resolution, settlement or remediation occurs.

Transportation, Gathering and Processing Contracts

There wereno significant changes to firm transportation, gathering and processing minimum commitments or contingent commitments infirst three months 2026.

(14)SUSPENDED EXPLORATORY WELL COSTS

We capitalize exploratory well costs until a determination is made that the well has either found proved reserves or that it is impaired. Capitalized exploratory well costs are presented in natural gas and oil properties in the accompanying consolidated balance sheets. If an exploratory well is determined to be impaired, the well costs are charged to exploration expense in the accompanying consolidated statements of income.

We believe these wells exhibit sufficient quantities of natural gas to justify future development. These suspended wells require completion activities and infrastructure expansion in order to classify the reserves as proved. The following table reflects the changes in capitalized exploratory well costs for thethree months ended March 31, 2026 and the year ended December 31, 2025:

Three Months EndedMarch 31, 2026Year EndedDecember 31, 2025
(in thousands)
Balance at beginning of period$19,292$12,569
Additions to capitalized exploratory well costs pending the determination of proved reserves6,5676,723
Reclassifications to wells, facilities and equipment based on determination of proved reserves——
Capitalized exploratory well costs, charged to expense——
Balance at end of period$25,859$19,292
Less exploratory well costs that have been capitalized for a period of one year or less$—$—
Capitalized exploratory well costs that have been capitalized for a period greater than one year$25,859$19,292
Number of projects that have exploratory well costs capitalized for a period greater than one year22

(15)NATURAL GAS AND OIL EXPLORATION, DEVELOPMENT AND PRODUCTION ACTIVITIES

Capitalized Costs and Accumulated Depreciation, Depletion and Amortization(a)

March 31,2026December 31,2025
(in thousands)
Natural gas, NGLs and oil properties:
Properties subject to depreciation, depletion and amortization$11,769,369$11,635,187
Unproved properties833,011832,757
Total12,602,38012,467,944
Accumulated depletion and depreciation(5,845,661)(5,759,578)
Net capitalized costs$6,756,719$6,708,366

(a)

Includes capitalized asset retirement costs and the associated accumulated amortization.

Costs Incurred for Property Acquisition, Exploration and Development(b)

Three Months EndedMarch 31, 2026Year EndedDecember 31, 2025
(in thousands)
Acquisitions:
Acreage purchases$4,940$51,802
Development124,665601,326
Exploration:
Drilling6,5676,723
Expense5,69628,824
Stock-based compensation expense3341,355
Pipeline and facilities:
Development1,4428,860
Subtotal143,644698,890
Asset retirement obligations7788,367
Total costs incurred$144,422$707,257

(b)Includes costs incurred whether capitalized or expensed.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANA

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