UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.)

RANGE RESOURCES CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

2025 Proxy Statement

Annual Meeting

Wednesday, May 14, 2025

8:00 a.m. Central Time

24 Proxy Statement May 8, 2024 Annual Meeting visit rangeresources.com

Dear Fellow Stockholders,

On behalf of the Board of Directors (the “Board”), we are pleased to invite you to participate in Range Resources’ 2025 Annual Meeting of Stockholders (the “Annual Meeting” or the “Meeting”). Our Annual Meeting will be held telephonically, commencing at 8:00 a.m., Central Time, on Wednesday, May 14, 2025. To access the event you will need to register virtually at https://ir.rangeresources.com/events/event-details/2025-annual-meeting-stockholders. The attached Notice of 2025 Annual Meeting of Stockholders and Proxy Statement provide information about the business we plan to conduct.

Board Refreshment

In September 2024 we announced that after a successful tenure on the Board, Steve Gray would retire effective October 2024. James Funk is not standing for reelection and is retiring from our Board effective May 14, 2025 in accordance with our Board retirement age guidelines. Steve's and James's experience and technical skills were invaluable in guiding Range to the best financial and operational position in Company history. The Board is grateful for their service. We continued to enhance and refresh our Board and in February 2025, we added one new director, Christian ("Chris") Kendall. Chris brings a wealth of technical expertise and a proven record of success as an executive in the energy sector. The Board remains committed to ongoing and thoughtful refreshment to maintain an appropriate balance of tenure, background and skills on the Board.

2024 Performance and Strategic Outlook

Our workforce performed at an exceptional level in 2024 as we successfully navigated natural gas pricing weakness. We safely completed our operational plans, while generating free cash flow and investing in the long-term development of Range's world-class asset base. Range's strong performance enabled the Company to return capital to stockholders through share repurchases and dividends, while further strengthening the balance sheet. We believe this demonstrates Range's resilience through commodity price cycles.

Our strategy for 2025 and beyond remains to deliver consistent, repeatable financial returns to our stockholders while executing safe and environmentally responsible operations. We are excited about the opportunities that lie before us. Natural gas and natural gas liquids ("NGLs") are critical sources of energy that are central to meeting the needs of humanity worldwide in the lower-carbon world of the future. We expect Appalachian natural gas to play a pivotal role in meeting surging energy demands driven by domestic base-load power demand growth and the global expansion of liquefied natural gas markets. Our high-quality, low emissions intensity asset base is well-positioned to meet growing future demand for natural gas and NGLs in both the United States and the world.

Listening to Stockholder Feedback

We proactively engage with stockholders and feedback from these engagement helps inform our viewpoints and decisions. We remain committed to regular and transparent engagements. We value your views and would like to hear from you.

On behalf of the entire Board, we would like to thank all of our stockholders for your ongoing support and investment in Range. We are proud of our employees for their many accomplishments, and I am very grateful for the counsel and guidance of my fellow directors. We look forward to your vote at the Annual Meeting.

Notice of 2025 Annual

Meeting of Stockholders

Stockholders will also vote on any other business that is properly brought before the Meeting. The list of stockholders entitled to vote at the Meeting will be open to the examination of any stockholder for any purpose relevant to the Meeting during normal business hours for ten days before the Meeting at our Fort Worth office at the address listed below. The list will also be available during the Meeting for inspection by stockholders.

MacKenzie Partners, Inc. has been retained to assist us in the process of obtaining your vote. If you have any questions regarding the Meeting or require assistance in voting your shares, please contact them at 800-322-2885 or call them collect at 212-929-5500.

Whether or not you plan to attend the Meeting, please complete, date and sign the enclosed proxy and return it in the envelope provided or you may vote online at www.proxyvote.com using the control number printed on the proxy. You may revoke your proxy at any time before its exercise and vote at the Meeting.

TABLE OF CONTENTS

PROXY SUMMARY

This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before voting. For more complete information regarding our 2024 performance, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

2025 Annual Meeting Information

Voting Matters and Board Recommendations

It is important that you vote. Please carefully review the proxy materials for the 2025 Annual Meeting and follow the instructions below to cast your vote on all of the voting matters.

Our Company

Range Resources Corporation ("Range" or "Company") is a leading U.S. independent natural gas, natural gas liquids (NGLs) and oil (predominately condensate as well as crude oil, collectively referred to herein as "oil") producer engaged in operations focused in the Appalachian region of the United States. Our principal area of operations is the Marcellus Shale in the Commonwealth of Pennsylvania.

Our overarching business objective is to build stockholder value through returns-focused development of our natural gas properties. Our strategy to achieve our business objective is to generate consistent cash flows from reserves and production through internally generated drilling projects. We operate in a safe, environmentally responsible manner with a focus on cost-efficiency and responsible development of our world-class asset base. We maintain a large set of customers in domestic and international markets which allows us to maximize potential cash flows and diversify risk.

2024 Financial Highlights

We delivered strong financial results in 2024 against the backdrop of adverse commodity pricing through responsible development of our world-class asset base coupled with a thoughtful and right-sized hedging program. These financial results are a manifestation of our best-in-class cost profile among U.S. natural gas producers. Our balance sheet strength affords us flexibility in determining the best use cases to return capital to our stockholders.

(a) Annex A includes reconciliations for non-GAAP financial measures to comparable GAAP measures

2024 Operational Highlights

In 2024, Range achieved significant operational milestones underscoring our commitment to efficient use of resources, safety and responsible growth. Our operational performance was driven by safe execution of announced drilling plans coupled with operational improvements through improvements in hydraulic fracturing stages per day and length of lateral wells. These outcomes are a reflection of the dedication of our employees and business partners to the execution of our business strategy. We plan to continue this positive momentum so that we can continue to enhance our commitment to efficiency, safety and responsible growth.

Board Nominees and Committee Memberships

A Audit C Compensation ES ESG & Safety GN Governance & Nominating ● Member ▲ Chair

*Mr. James Funk currently serves as the Chair of the ESG & Safety Committee. Upon his retirement from the Board in May 2025, the Governance and Nominating Committee intends to recommend the appointment of Mr. Charles Griffie as Chair of the ESG & Safety Committee.

Key Qualifications

The following are some of the key qualifications and skills of our Board.

The lack of a mark for a particular item does not mean the director does not possess that qualification, skill or experience. We look to each director to be knowledgeable in these areas; however, the mark indicates the item is a particularly prominent qualification, characteristic, skill or experience that the director brings to the Board.

The Board considers these competencies when evaluating director nominees and board composition as a whole. The Board believes that a mix of these skills and qualifications provides the composition necessary to effectively oversee the Company’s execution of its strategy.

Demonstrated Commitment to Board Refreshment

Since 2021, the Board has added four new directors to the Board, three of whom are independent. These recent refreshment activities have resulted in the Board possessing an average tenure of approximately 5 years. These actions demonstrate the Board’s desire to achieve a diverse and broadly inclusive membership with individuals who collectively possess the skills and experiences we will need to succeed now and into the future.

Corporate Governance Highlights

The Board is committed to strong corporate governance policies and practices. We seek to evolve with the best practices in governance and encourage input on governance matters from Range’s stockholders. Range’s corporate governance highlights, which are discussed in more detail beginning on page 17, include:

Engagement and Responsiveness to Stockholders

Management and, in many cases, multiple independent directors conduct regular outreach to gather feedback on our business strategy, corporate governance, executive compensation and sustainability oversight. We maintain a process for stockholders and interested parties to communicate with the Board. Stockholders and interested parties may write or call our Board as provided below:

Our compensation program received strong stockholder support at our 2024 Annual Meeting with 98% of stockholder votes cast voting in favor of the compensation of our Named Executive Officers ("NEOs").

We have observed a trend of consistent, strong stockholder support for our executive compensation program over the past three years, with stockholders voting to approve the say-on-pay proposal which exceeded a rate of 97% in each of the past three years.

Due to our strong stockholder support, the Committee did not make significant changes to the executive compensation program in response to the say-on-pay vote results in 2024. The Committee will continue to evaluate our executive compensation program, taking into account stockholder feedback, including future “say-on-pay” vote results.

Executive Compensation Overview Program Summary

The Compensation Committee believes that a program weighted toward variable, at-risk compensation helps align the interest of management and stockholders. The charts below illustrate our CEO and Average Remaining NEOs 2024 at-risk compensation. A significant portion of reported compensation is an incentive for future performance and realized only if Range meets certain performance measures.

Environmental, Social and Governance (ESG)

Our investors are interested in how sustainability is integrated into our business objectives and corporate culture. In our annual board outreach, we reviewed our progress against stated corporate objectives and covered topics from our 2023–2024 Corporate Sustainability Report (“CSR”), which is available on our company website. We believe our focus on balance sheet strength, full-cycle costs and environmental performance positions us to sustainably create value for our stockholders through commodity cycles. We remain focused on our direct emissions through continued emissions reduction efforts, including evaluation and implementation of new technology and engineering solutions along with appropriate carbon offsets. The 2023–2024 CSR is not incorporated by reference herein or otherwise made a part of this Proxy Statement or any other filings with the SEC.

Important Dates for 2026 Annual Meeting of Stockholders (page 70)

Stockholder proposals submitted for inclusion in our 2026 proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be received by us on or before December 5, 2025.

PROXY STATEMENT

We are furnishing you this proxy statement to solicit proxies to be voted at the 2025 Annual Meeting of Stockholders of Range Resources Corporation. The meeting will be held telephonically on May 14, 2025, at 8:00 a.m., Central Time. The proxies also may be voted at any adjournment or postponements of the meeting.

The mailing address of our principal office is 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102. We are first furnishing these proxy materials to stockholders on April 4, 2025.

All properly executed written proxies and all properly completed proxies submitted by telephone, mobile device or internet that are delivered pursuant to this solicitation will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.

Only owners of record of shares of Range common stock as of the close of business on March 17, 2025, the record date, are entitled to notice of, and to vote at, the meeting or any adjournments or postponements of the meeting. Each owner of Range common stock on the record date is entitled to one vote for each share of Range common stock held. On March 17, 2025, there were 240,140,426 shares of Range common stock outstanding and entitled to vote.

Nomination and Election of Directors Nominated by the Board

All of our directors are elected to a single year term. As a result, the current term of all our directors expires at the 2025 Annual Meeting. Based on the recommendation received from the Governance and Nominating Committee, our Board proposes that each of the nominees, all of which are currently serving as directors, be elected for a new term expiring at the 2026 annual meeting or when their successors are duly elected and qualified. Each of the nominees has agreed to serve if elected. If any one of them becomes unavailable to serve as a director, our Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by our Board. Our Board does not presently contemplate that any of the nominees will become unavailable for election. Mr. James Funk, who served as a director since 2008, is not standing for re-election. The Company and our directors extend their sincere appreciation for his dedicated service as a member of Range’s Board.

Required Vote and Recommendation

Because it is an uncontested election of directors, each nominee must receive more votes “for” the nominee than votes cast “against” the nominee in order for the nominee to be elected to the Board. Under our by-laws, in the event a candidate for the Board does not receive more “for” votes than votes “against,” the candidate’s resignation from the Board will be considered by the Governance and Nominating Committee. A properly executed proxy marked “Abstain” with respect to the election of one or more of our directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether a quorum is present. Uninstructed shares are not entitled to vote on this proposal; therefore, broker non-votes will not affect the outcome of this proposal. Proxies cannot be voted for a greater number of persons than the number of nominees named. The reasons described at the end of each biographical summary for each nominee that discusses the skills, qualifications and attributes of such candidates, led the Governance and Nominating Committee to recommend such persons for reelection to the Board. In the event of a contested election of directors, a nominee would be required to receive a plurality of the votes of the holders of shares of our common stock present in person or by proxy and entitled to vote at the Meeting. Under our by-laws, a "Contested Election" is an election in which the number of nominees for director is greater than the number to be elected, and an election is considered “uncontested” if an election in which the number of nominees for director is not greater than the number to be elected.

Director Qualifications

Our Corporate Governance Guidelines contain criteria that apply to nominees recommended by the Governance and Nominating Committee for positions on our Board. Under these criteria, members of our Board should:

Our Board prefers to have a reasonable number of directors who have experience within the oil and gas industry. Our Board has also adopted a policy with regard to the consideration of diversity in the selection of candidates for the Board and that policy has been included in the Governance and Nominating Committee’s charter.

Director Independence

In accordance with applicable laws, regulations, our Corporate Governance Principles and the rules of the New York Stock Exchange (“NYSE”), the Board must affirmatively determine the independence of each director and director nominee. The Governance and Nominating Committee considers all relevant facts and circumstances including, without limitation, transactions during the previous year between Range and the director directly, immediate family members of the director, organizations with which the director is affiliated, and the frequency and dollar amounts associated with these transactions. The Committee then makes a recommendation to the Board with respect to the independence of each director and director nominee. Based on these considerations, the Board determined the following directors indicated by a check mark are independent:

* As CEO of the Company, Mr. Degner is not independent.

Director Refreshment

Over time, the Board refreshes its membership through a combination of adding or replacing directors to achieve the appropriate balance between maintaining longer-term directors with deep institutional knowledge and adding directors who bring a diversity of perspectives and experience. Examples include the following:

Board nomination is described in greater detail in the section “Identifying and Evaluating Board Nominees for Directors” within this Proxy Statement.

Nominees For Director – Terms Expire 2026

Consideration of Stockholder Nominees for Director

The policy of our Governance and Nominating Committee is to consider stockholder nominations for director candidates as described below under “Identifying and Evaluating Board Nominees for Directors, including Diversity Considerations.” In evaluating such nominations and in evaluating the composition of the Board, our Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability on our Board and to address the membership criteria set forth above under “Director Qualifications.” Any stockholder nominations proposed for consideration by our Governance and Nominating Committee should include the nominee’s name and qualifications for Board membership, meet the requirements set forth in our by-laws and should be addressed to: Corporate Secretary, Range Resources Corporation, 100 Throckmorton Street, Suite 1200, Fort Worth, Texas 76102.

Identifying and Evaluating Board Nominees for Directors

Our Governance and Nominating Committee uses a variety of avenues to identify and evaluate director nominees. The Committee regularly assesses the appropriate size of our Board and whether any vacancies are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, our Governance and Nominating Committee considers various potential candidates for the Board. Candidates may come to the attention of the Committee through current Board members, stockholders or other persons. Candidates may be evaluated at regular or special meetings of the Committee and may be considered at any point during the year.

The Board ensures refreshment and continued effectiveness through evaluation, nomination and other policies, processes and practices. For example:

The Governance and Nominating Committee also considers any stockholder nominations for candidates for our Board. Following verification of the stockholder status of persons proposing candidates, recommendations are provided to and considered by our Governance and Nominating Committee at a regularly scheduled meeting, which is generally the first or second meeting before the issuance of the proxy statement for our annual meeting. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials are forwarded to our Governance and Nominating Committee. Our Governance and Nominating Committee also reviews materials provided by other parties in connection with a nominee who is not proposed by a stockholder. In evaluating such nominations, our Governance and Nominating Committee seeks to achieve a balance of knowledge, experience and capability on our Board and evaluates the experience, skills, abilities and qualifications of each candidate and considers the diversity of the current members of the Board. Our Governance and Nominating Committee has in the past used a paid third-party to identify potential directors and if it does engage such third party, it is committed to having any such third party seek candidates, regardless of gender, ethnicity or national origin, as part of the Board’s commitment to consideration of diversity as described in the Company’s Corporate Governance Guidelines and the Committee’s charter. The Governance and Nominating Committee annually assesses the effectiveness of the Company’s diversity policy in connection with the selection of individual candidates for election or re-election to the Board. As the Board evolves, gender, racial and ethnic diversity will be an important factor considered in assessing the overall mix of skills, experience, background and characteristics. We recognize the importance of diversity and welcome continued dialogue with our investors on this topic.

Proxy Access

The Company’s by-laws allow a stockholder or group of stockholders that meet certain criteria and requirements to nominate candidates for election to the Board and have such persons included in the Company’s proxy statement. The basic requirements to be met in order to submit a candidate for election to the Board utilizing proxy access are that a stockholder or group of stockholders comprised of no more than 20 unaffiliated stockholders must have owned at least 3% of the outstanding common stock of the Company for at least 3 years in order to submit a nominee. The maximum number of nominees is 20% of the Board or 2, whichever is greater. If you wish to utilize the Company’s proxy access process, you must submit the information required under the by-laws to the Company not less than one hundred twenty (120) days nor more than one hundred fifty (150) days prior to the first anniversary of the date that the Company first distributed its proxy statement to stockholders for the previous year’s Annual Meeting (i.e. April 4, 2025). Copies of the Company’s by-laws are available on the Company’s website at www.rangeresources.com or upon request addressed to the Company’s Corporate Secretary. Any questions regarding the Company’s proxy access procedures may be directed to the Company’s Corporate Secretary.

CORPORATE GOVERNANCE

We are committed to having sound and strong corporate governance principles. We believe having such principles and using them in the daily conduct of our business is essential to running our business efficiently and to maintaining our integrity in the marketplace and among the Company’s various constituents, including the public and you, our stockholders. The Board continually reviews evolving best practices in governance and seeks input from Range’s stockholders through our ongoing stockholder engagement program. Our website contains a number of documents, available free of charge, that are helpful to your understanding of our corporate governance practices, including:

Board Leadership Structure

Chairman and CEO Roles

At different times in the Company’s history, the positions of chairman and chief executive officer have been split or combined as circumstances have warranted. The Board recognizes that no single leadership structure is right for all companies at all times. Accordingly, annually the Board may elect as Chairman any member of the Board, including the CEO. Currently, the Chairman is independent. The Chairman of the Board presides at the Board meetings and meetings of stockholders and his responsibilities include, among other things:

Board of Directors

Attendance

The Board met four times in 2024. Each director attended 98% of the meetings held by the Board and the committees on which he or she served during the year. Directors are expected to attend all meetings of stockholders, the Board and the committees which they serve. All of our directors, other than Mr. Kendall who was not yet a director for us, attended the 2024 Annual Meeting of Stockholders.

Executive Sessions of Non-Employee Directors

Non-employee directors ordinarily meet in executive session without management present at each regularly scheduled Board meeting and may meet at other times at the discretion of the Chairman or at the request of any non-employee director.

Review and Approval of Related Person Transactions

Our Governance and Nominating Committee charter includes a provision regarding the review and approval of related person transactions. Our Governance and Nominating Committee is charged with reviewing transactions which would require disclosure under our filings under the Exchange Act and related rules as a related person transaction and making a recommendation to our Board regarding the initial authorization or ratification of any such transaction. If our Board considers ratification of a related person transaction and determines not to ratify the transaction, management is required to make all reasonable efforts to cancel or annul such transaction.

In determining whether or not to recommend the approval or ratification of a related person transaction, our Governance and Nominating Committee will consider the relevant facts and circumstances, including, if applicable:

Employment of Family Members

Mark Windle serves as the Company’s Director – Corporate Communications. Mr. Windle is the brother of Erin McDowell, the Company’s General Counsel. Mr. Windle was paid an aggregate salary and bonus of approximately $254,000 for his services in 2024. Like all full-time Company employees, Mr. Windle is eligible to receive an annual equity award along with health and welfare benefits on the same basis as other eligible employees. In 2024, Mr. Windle’s equity award was valued at approximately $179,000. Mr. Windle’s employment with us pre-dates Ms. McDowell’s tenure and he does not report, directly or indirectly, to Ms. McDowell.

Code of Business Conduct and Ethics

We have a written Code of Business Conduct and Ethics which is applicable to all of our directors and employees including our principal executive officer, our principal financial officer and our principal accounting officer. We intend to post amendments to and waivers, if any, from our code of ethics (to the extent applicable to our principal executive and financial officers and directors) on our website at www.rangeresources.com under the section titled “Corporate Governance.” The latest change to our Code of Business Conduct and Ethics was posted February 20, 2013. The Code of Business Conduct and Ethics was reviewed by our Board and our Governance and Nominating Committee in early 2025.

Risk Oversight by the Board

The Board’s role in risk oversight recognizes the multifaceted nature of risk management. It is a control and compliance function, but it also involves strategic considerations in normal business decisions, finance, security, cybersecurity, safety, health and environmental concerns.

The Board has empowered its Committees with risk oversight responsibilities. Each of the Committees meets regularly with management to review, as appropriate, compliance with existing policies and procedures and to discuss change or improvement that may be required or desirable. In addition, the Board receives regular and detailed reports from management covering cybersecurity and other risks involving technology.

The Audit Committee plays a central role in the Board’s oversight of internal risks by evaluating the Company’s financial reporting, supervising the internal audit function, interfacing with the independent auditor, regularly communicating with the Chief Financial Officer and other members of management, monitoring the Company’s compliance programs, including the Company’s third party anonymous hotline for the notification of compliance concerns, supervising the investigation of any alleged financial fraud, and monitoring the Company’s internal risk forums and the Company’s enterprise risk management program (the responsibility for which the Audit Committee shares with the Board).

The Compensation Committee considers the possible risk implications of the Company’s various compensation programs and plans and monitors the elements of such compensation programs so that risk in the behavior of the employees of the Company, including our NEOs, is considered in such policies and programs and does not incentivize excess risk taking.

The ESG and Safety Committee monitors risks and opportunities related to ESG, climate and sustainability matters including identifying, assessing, monitoring and managing the principal risks associated with health, safety and the environment.

The Governance and Nominating Committee is responsible for the oversight of the Company’s governance processes and monitors those processes, including the Company’s Code of Business Conduct and Business Ethics compliance function, Board Committee Charters and Board annual evaluations, to evaluate their effectiveness in avoiding the creation of risk to the Company and providing for proper and effective governance of the Company.

Cybersecurity is an integral part of risk management. The Board appreciates the rapidly evolving nature of threats presented by cybersecurity incidents and is committed to the prevention, timely detection and mitigation of the effects of any such incidents. Our Board receives a quarterly cybersecurity report from our information technology department and an update from management which includes additional discussions of any relevant issues related to the understanding of technology and cybersecurity risk that may be relevant at any given time. This report includes, among other things, information regarding our current security posture and on-going cybersecurity events. Cybersecurity incidents meeting a pre-determined minimum threshold are communicated to our Board. Range has not experienced a material cybersecurity breach within the past three years.

While the Board and its committees oversee risk management, Range management is responsible for managing risk. We have a robust enterprise risk management process for identifying, assessing and managing risk and monitoring risk mitigation strategies which is reviewed quarterly by the Audit Committee. The Company has a standing risk management committee comprised of officers and senior managers from across the business to assess each enterprise level risk and identify emerging risks. The results are reported annually to the Board.

Board Committees

Our Audit Committee, Compensation Committee, ESG & Safety Committee and Governance and Nominating Committee are each composed of independent directors. The primary responsibilities of the committees are described below. From time to time, the Board delegates additional duties to the standing committees.

Director Compensation

Director compensation is set by the Compensation Committee after working with our independent compensation consultant and a review of a peer group of companies. The Compensation Committee generally approves compensation for directors just prior to the Board’s meeting following the election of directors at the Annual Meeting. Compensation arrangements for directors are effective with each election to the Board at the Annual Meeting. The Compensation Committee has also approved the payment of annual stock awards to the directors for a portion of their overall director compensation. Directors who are company employees do not receive any separate compensation for service on the Board or committees of the Board.

CASH COMPENSATION

The following are the annual cash retainers and fees we paid to our non-employee directors for the 2024-2025 term:

Directors do not receive meeting fees for attendance at Board or Committee meetings.

EQUITY-BASED COMPENSATION AND STOCK OWNERSHIP REQUIREMENTS