(10) STOCK-BASED COMPENSATION PLANS

Description of the Plans

We have two active equity-based stock compensation plans, our Amended and Restated 2005 Equity-Based Compensation Plan and the Amended and Restated 2019 Equity-Based Compensation Plan. Under these plans, various awards may be issued to non-employee directors and employees pursuant to decisions of the compensation committee, which is composed of only non-employee, independent directors. We currently award time-based and performance-based stock awards.

Time-Based Stock Awards

We grant time-based restricted stock awards to employees and non-employee directors. Awards made to non-officer employees generally vest ratably over a three-year period while officer awards vest at the end of the three-year period. The vesting of these awards are contingent on the recipient’s continued employment with us. Awards made to non-employee directors vest at the end of a one-year period and full vesting is contingent on the recipient's continued service as a non-employee director.

These time-based restricted stock awards can have two different types of accounting treatment, depending on whether they are placed into our deferred compensation plan (see further discussion below on the deferred compensation plan). The majority of the time-based restricted stock awards are classified as equity awards ("Equity Awards") as these awards are settled in stock upon vesting. A limited number of time-based restricted stock awards were placed into the deferred compensation plan upon grant prior to 2023 and are referred to as Liability Awards. Upon vesting, withdrawals are allowed in either cash or stock. Non-employee directors can elect to contribute their time-based stock awards to the deferred compensation plan at the time of grant. Awards that are elected to be contributed to the deferred compensation plan are accounted for using liability-classified award accounting.

Equity-Classified Awards. Equity Awards are expensed ratably over the service period associated with the award based on the fair value of the awards. The grant date fair value of all Equity Awards is based on prevailing market prices on the date of grant. Most Equity Awards earn dividends prior to vesting that are payable in cash upon vesting. These dividends are forfeited and not paid if the associated shares do not vest.

We recorded compensation expense for the restricted stock Equity Awards of $38.0 million in the year ended December 31, 2025 compared to $34.9 million in 2024 and $31.6 million in 2023. The vesting date fair value of restricted stock Equity Awards which vested during 2025, 2024 and 2023 was $37.1 million, $35.7 million and $31.9 million, respectively. As of December 31, 2025, there was $37.7 million of unrecognized compensation related to restricted stock Equity Awards expected to be recognized over a weighted average period of 1.7 years. These awards are not issued until such time as they are vested. Grantees do not have the option to receive cash.

Liability-Classified Awards. Liability Awards are recognized ratably over the service period associated with the award based on the fair value of the awards on the date of grant. The grant date fair value of Liability Awards is based on prevailing market prices at the time of the grant. Prior to vesting, restricted stock Liability Awards recipients have the right to receive dividends thereon. These restricted stock Liability Awards are classified as a liability and are re-measured at fair value each reporting period. This mark-to-market amount is reported in deferred compensation plan expense in the accompanying consolidated statements of income (see additional discussion below).

We recorded compensation expense for these outstanding restricted stock Liability Awards of $242,000 in the year ended December 31, 2025 compared to $1.4 million in 2024 and $4.0 million in 2023. The vesting date fair value of these restricted stock Liability Awards which vested during 2025, 2024 and 2023 was $509,000, $2.1 million and $4.3 million, respectively. As of December 31, 2025, there was no unrecognized compensation related to restricted stock Liability Awards expected to be recognized.

Performance-Based Stock Awards

We grant performance-based stock units to employee officers based on market conditions measured related to Range’s performance relative to a predetermined peer group ("TSR Awards"). These awards vest at the end of a three-year performance period and full vesting is dependent on the recipient's continued employment with us. Prior to 2023, the Company also granted internal-metric performance units ("internal-metric awards") based on performance conditions measured against internal performance metrics. These awards vest at the end of the three year period. We refer to the combined group of performance-based stock awards as "PSUs" or "performance-based stock awards."

Each unit granted represents one share of our common stock. These units are settled in stock and the amount of the payout percentage, which can range from zero to 200%, is determined based on (i) the total return on our common stock during the performance period compared to our peers for TSR Awards and (ii) the internal performance metrics achieved which is approved by the compensation committee for the internal-metric awards. Dividend equivalents accrue during the performance period and are paid in stock at the end of the performance period. The performance period is three years.

TSR Awards. These awards are earned, or not earned, based on the comparative performance of Range’s common stock measured against a predetermined group of companies in the peer group over a three-year performance period. 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. The fair value is recognized as stock-based compensation expense over the three-year performance period. 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 note rate for a term commensurate with the life of the grant. The following assumptions were used to estimate the fair value of the TSR awards granted during the years ended December 31, 2025, 2024 and 2023:

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Risk-free interest rate

 

 

4.2

%

 

 

4.1

%

 

 

3.8

%

Expected annual volatility

 

 

46

%

 

 

56

%

 

 

61

%

Grant date fair value per unit

 

$

44.39

 

 

$

31.84

 

 

$

30.37

 

In 2025, we granted 220,000 TSR awards as compensation to employee executives which vest at the end of a three-year period compared to 254,000 in 2024 and 64,000 in 2023. We recorded TSR award compensation expense of $6.0 million in the year ended December 31, 2025 compared to $3.9 million in 2024 and $1.7 million in 2023. As of December 31, 2025, there was $9.0 million of unrecognized compensation related to these TSR awards to be recognized over a weighted average period of 1.8 years.

Total Stock-Based Compensation Expense

Stock-based compensation represents amortization of time-based stock awards and performance-based stock awards. The following details the allocation of stock-based compensation to functional expense categories for each of the years in the three-year period ended December 31, 2025 (in thousands):

 

 

Year Ended
December 31,

 

 

2025

 

 

2024

 

 

2023

 

Direct operating expense

$

2,098

 

 

$

1,922

 

 

$

1,723

 

Brokered natural gas and marketing expense

 

2,894

 

 

 

2,465

 

 

 

2,095

 

Exploration expense

 

1,355

 

 

 

1,354

 

 

 

1,250

 

General and administrative expense

 

39,612

 

 

 

38,004

 

 

 

35,850

 

Total stock-based compensation expense

$

45,959

 

 

$

43,745

 

 

$

40,918

 

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

Stock Awards Summary

The following is a summary of the activity for our time-based and performance-based restricted stock awards for the two years ended December 31, 2025 and 2024:

 

Time-Based
Equity Awards

 

 

Time-Based
Liability Awards

 

 

Performance-Based
Stock Awards

 

 

Shares

 

 

Weighted
Average Grant
Date Fair Value

 

 

Shares

 

 

Weighted
Average Grant
Date Fair Value

 

 

Number
of Units
(a)

 

 

Weighted
Average Grant
Date Fair Value

 

Outstanding at December 31, 2023

 

1,473,805

 

 

$

22.82

 

 

 

93,116

 

 

$

19.44

 

 

 

937,582

 

 

$

17.01

 

Granted

 

1,275,533

 

 

 

30.41

 

 

 

24,186

 

 

 

34.14

 

 

 

254,195

 

 

 

31.84

 

Vested

 

(1,455,086

)

 

 

24.53

 

 

 

(98,810

)

 

 

21.25

 

 

 

(526,918

)

 

 

10.99

 

Forfeited

 

(18,290

)

 

 

29.07

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

1,275,962

 

 

$

28.37

 

 

 

18,492

 

 

$

28.98

 

 

 

664,859

 

 

$

27.45

 

Granted

 

1,055,576

 

 

 

40.28

 

 

 

6,826

 

 

 

38.36

 

 

 

220,266

 

 

 

44.39

 

Vested

 

(1,180,625

)

 

 

31.38

 

 

 

(17,331

)

 

 

29.38

 

 

 

(264,917

)

 

 

23.55

 

Forfeited

 

(46,285

)

 

 

32.25

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2025

 

1,104,628

 

 

$

36.37

 

 

 

7,987

 

 

$

36.11

 

 

 

620,208

 

 

$

35.13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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 at the vesting date (TSR awards) or on the achievement of internal performance targets (internal performance metric awards).

In 2025, we recorded an additional tax benefit of an estimated $4.4 million for the tax effect of financial accounting expense compared to the corporate income tax deduction for equity compensation that vested during the year compared to additional tax benefit of $5.2 million in 2024 and additional tax benefit of $10.6 million in 2023.

401(k) Plan

We maintain a 401(k) benefit plan that allows employees to contribute up to 75% of their salary and bonus on an annual basis (subject to Internal Revenue Service limitations) on a pretax basis. We match, dollar for dollar, in cash up to 6% of each participant's contribution and vesting of those contributions is immediate. In 2025, we contributed $5.7 million to the 401(k) Plan compared to $5.5 million in 2024 and $5.2 million in 2023. Employees have a variety of investment options in the 401(k) benefit plan including investing in Range common stock.

Deferred Compensation Plan

Our deferred compensation plan gives directors, officers and key employees the ability to defer all or a portion of their salaries and bonuses and invest in Range common stock (as described above under Liability Awards) or make other investments at the individual’s discretion. Range provides a partial matching contribution which vests at the end of three years and can be made in either cash or stock. Any stock contributed through the salary or bonus deferral match are treated as Liability Awards as described above. The assets of the plans are held in trading securities or as stock in a grantor trust, which we refer to as the Rabbi Trust, and are therefore available to satisfy the claims of our creditors in the event of bankruptcy or insolvency.

Our trading securities held in the deferred compensation plan are exchange traded and are accounted for using the mark-to-market accounting method valued at fair value each reporting period utilizing Level 1 inputs. They 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 deferred compensation plan expense in the accompanying consolidated statements of income. For the year ended December 31, 2025, interest and dividends were $1.1 million and mark-to-market was a gain of $3.8 million. For the year ended December 31, 2024, interest and dividends were $1.3 million and mark-to-market was a gain of $4.5 million. For the year ended December 31, 2023, interest and dividends were $1.6 million and mark-to-market was a gain of $7.8 million.

Our stock held in the Rabbi Trust is treated as a liability award as employees are allowed to take withdrawals from the Rabbi Trust either in cash or in Range stock. The liability for the vested portion of the stock held in the Rabbi Trust is reflected in the deferred compensation liability in the accompanying consolidated balance sheets 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 $1.4 million in 2025 compared to a loss of $9.6 million in 2024 and a loss of $26.6 million in 2023. The Rabbi Trust held 266,000 shares (258,000 vested shares) of Range stock at December 31, 2025 compared to 742,000 (724,000 of vested shares) at December 31, 2024 and 1.6 million (1.5 million vested shares) at December 31, 2023. The proceeds received from the sale of stock held in our deferred compensation plan were $12.2 million in 2025 compared to $20.1 million in 2024 and $75.2 million in 2023.

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.