🧾 What This Document Is

This is a DEF 14A, or Definitive Proxy Statement. Think of it as an invitation and information packet for Range Resources' annual shareholder meeting. Its main purpose is to provide shareholders with the details they need to vote on important company matters, like electing the board of directors and approving executive pay.

👉 Why it matters: This document is your window into how the company is governed, who is leading it, and how executives are compensated. It’s where shareholders exercise their ownership rights.

🏢 What The Company Does

Range Resources is a major American natural gas, NGLs (natural gas liquids), and oil producer. Their operations are focused almost entirely in the Appalachian region, primarily the Marcellus Shale in Pennsylvania.

👉 In simple terms: They drill for and produce natural gas and related liquids from rocks deep underground in the northeastern U.S. Their business objective is to generate consistent cash flow and build value for shareholders through efficient, responsible development of these resources.

💰 2025 Financial & Operational Highlights

The company had a strong 2025, using its operational efficiency to return cash to shareholders.

Financial Performance:

• $2.8 Billion in sales from natural gas, NGLs, and oil.
• $1.2 Billion in cash flow from operating activities.
• $832 Million in income before income taxes.
• Returned $317 Million directly to shareholders via $231M in share repurchases and $86M in dividends.
• Maintained a strong balance sheet with a Debt to EBITDAX ratio of 0.8x.

Operational Performance:

• 100% drilling success rate on all wells.
• Total production grew by 19.8 billion cubic feet equivalent compared to 2024.
• Achieved Net Zero scope 1 & 2 greenhouse gas emissions and expanded its environmental certifications.
• Built up a large inventory of over 500,000 lateral feet of drilled-but-uncompleted wells, ready for future production.

👉 Why it matters: The numbers show a profitable company generating strong cash, paying down debt, and aggressively buying back its own stock—a direct benefit to remaining shareholders. The operational metrics show they are drilling efficiently and building future capacity.

👥 Meet the Board: Election of Directors

Shareholders are asked to elect seven director nominees for one-year terms. The Board recommends voting FOR all of them.

The nominees include a mix of independent experts and the company's CEO:

• Brenda A. Cline (Audit Chair) – Expert in finance and accounting (former Ernst & Young manager).
• Margaret K. Dorman (Compensation Chair) – Former CFO of an oilfield services giant (Smith International).
• Charles G. Griffie (ESG & Safety Chair) – Expert in midstream operations and engineering.
• Christian S. Kendall – Former CEO of Denbury, with deep oil and gas operational experience.
• Greg G. Maxwell (Chairman) – Former CFO of Phillips 66, bringing top-level financial oversight.
• Reginal W. Spiller – Geologist and former Deputy Assistant Secretary at the U.S. Department of Energy.
• Dennis L. Degner – Range's current CEO and President, the only non-independent member.

👉 Why it matters: This board is designed to provide oversight. It has deep financial, engineering, and industry experience to guide management. The independent majority is a key governance check.

🗳️ The Other Key Votes

Besides electing directors, shareholders will vote on two other proposals. The Board recommends voting FOR on both.

1. Proposal 2 (Say-on-Pay): An advisory vote to approve the philosophy behind executive compensation. The company notes strong historical support for this, with over 98% approval in the last three years.
2. Proposal 3: Ratify the appointment of Ernst & Young LLP as the independent accounting firm for 2026.

🏛️ How the Company is Governed

Range highlights its robust corporate governance structure.

• Leadership: It has an Independent Chairman (Greg Maxwell) separate from the CEO.
• Committees: Key committees (Audit, Compensation, ESG & Safety, Governance) are composed entirely of independent directors and meet regularly.
• Shareholder Rights: It has majority voting for directors, proxy access allowing shareholders to nominate directors, and allows shareholders to call special meetings.
• Engagement: The company proactively engages with shareholders, covering over 65% of outstanding shares before this meeting.

👉 Why it matters: These structures are designed to ensure management is accountable, decisions are made independently, and shareholder interests are protected.

🔮 What's Next: Strategic Outlook

The company's leadership letter outlines a confident forward strategy.

• Growth Plan: They announced a three-year plan to grow production by ~400 million cubic feet equivalent per day through 2027 with relatively flat capital spending, thanks to investments made in 2024-25.
• Market Belief: They believe Appalachian natural gas is critical for meeting rising U.S. power demand (from AI, electrification) and global LNG markets.
• Capital Returns: They plan to continue balancing reinvestment in the business with returning capital to shareholders through buybacks and dividends.

👉 Why it matters: Management is signaling it can grow efficiently and believes its assets are perfectly positioned for the long-term energy demand trends it sees ahead.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths: Strong balance sheet, proven capital efficiency, leading position in a prolific gas basin, commitment to returning capital to shareholders, and a clear, long-term strategic plan.
• ⚠️ Risks: The company's fortunes are heavily tied to volatile commodity prices (natural gas, NGLs). Regulatory changes, environmental regulations, and the execution risks of its drilling plan are ongoing factors to watch.

🧠 The Analogy

Think of Range Resources as a specialized farmer with a huge, fertile field (the Marcellus Shale) and excellent, efficient tools (their drilling technology). They've been selling this year's bumper crop (strong 2025 results) for good money, paying down loans, and buying back shares of their own farm. Now, they're telling their partners (shareholders) they've prepared the next fields in advance and are ready to plant and grow even more, efficiently, for the coming years, because they expect demand for their crops (natural gas) to remain strong.

📇 Key Contacts & People

For questions about the meeting or to request materials, contact the company or its proxy solicitor:

• Corporate Secretary: Erin W. McDowell
• Company Address: 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102
• Investor Relations Phone: 817-869-4267
• Investor Relations Email: [email protected]
• Proxy Solicitation Help (MacKenzie Partners, Inc.):
  • Toll-Free: 800-322-2885
  • Collect Call: 212-929-5500

🧩 Final Takeaway

Range Resources is using its operational strength in a core U.S. gas basin to deliver shareholder returns today (via buybacks and dividends) while positioning itself for long-term growth, betting that demand for its natural gas will rise. The proxy statement asks shareholders to endorse its leadership team and governance plan for the year ahead.