EQT CORP

Item 1.01. Entry into a Material Definitive Agreement. On October 25, 2026, EQT Corporation, a Pennsylvania corporation (“EQT”), EQT Holdings LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQT, Rhino Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of EQT (“Merger Sub”), and Rhino Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQT (“LLC Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Range Resources Corporation, a Delaware corporation (“Range”). Upon the terms and subject to the conditions set forth in the Merger Agreement, which has been unanimously approved by the board of directors of EQT (the “EQT Board”) and by the board of directors of Range, Merger Sub will merge with and into Range (the “First Merger”), with Range surviving as an indirect wholly owned subsidiary of EQT (the “First Step Surviving Corporation”), and as the second step in a single integrated transaction with the First Merger, the First Step Surviving Corporation will merge with and into LLC Sub (the “Second Merger” and, together with the First Merger, the “Merger”), with LLC Sub surviving the Second Merger as an indirect wholly owned subsidiary of EQT. At the effective time of the First Merger (the “Effective Time”), among other things, each share of common stock, par value $0.01 per share, of Range (“Range Common Stock”) that is issued and outstanding immediately prior to the Effective Time (including Range restricted stock awards but excluding Excluded Shares (as defined in the Merger Agreement)) will be converted into the right to receive, without interest, 0.987 (the “Exchange Ratio”) shares of common stock, no par value, of EQT (“EQT Common Stock”), with cash in lieu of fractional shares. Following the closing of the First Merger (the “Closing”), EQT’s existing shareholders and Range’s existing stockholders will own approximately 73% and 27%, respectively, of the combined company on a fully diluted basis. Governance In the Merger Agreement, EQT has agreed to increase the size of the EQT Board to 12 members and appoint Dennis L. Degner, who is currently Range’s Chief Executive Officer and President, and one other individual selected by Range (who shall satisfy the independence requirements of the New York Stock Exchange (the “NYSE”) with respect to service on the EQT Board), after reasonable consultation with EQT and with the consent of EQT (not to be unreasonably withheld, conditioned or delayed), (the “Range Designees”) to the EQT Board at the Effective Time. EQT has also agreed that, following the Closing, EQT will take all necessary action to nominate the Range Designees for election to the EQT Board at the first annual meeting of shareholders of EQT thereafter. Conditions to the Merger The completion of the First Merger is subject to the satisfaction or waiver of certain closing conditions, including (i) the adoption of the Merger Agreement by the holders of a majority of the voting power of the outstanding shares of Range Common Stock entitled to vote thereon (the “Range Shareholder Approval”) at the special meeting of Range stockholders to be held for the purpose of adopting the Merger Agreement (including any adjournments or postponements thereof, the “Range Stockholders’ Meeting”), (ii) the approval of the issuance of the shares of EQT Common Stock in connection with the First Merger (such shares, the “EQT Shares” and such issuance, the “Share Issuance”) by a majority of the votes cast (the “EQT Shareholder Approval”) at the special meeting of EQT shareholders to be held for the purpose of approving the Share Issuance (including any adjournments or postponements thereof, the “EQT Shareholders’ Meeting”), (iii) the EQT Shares being approved for listing on the NYSE, (iv) there being no law, injunction, order or decree prohibiting consummation of the transactions contemplated by the Merger Agreement (the “Transactions”), (v) the expiration or termination of (a) all waiting periods (and any extensions thereof) applicable to the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (b) any commitment to, or any agreement with, any governmental entity to delay the consummation of the Transactions or to not consummate the Transactions before a certain date (such condition, the “HSR Act Condition”), (vi) the effectiveness of the registration statement on Form S-4 to be filed by EQT with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to which the EQT Shares will be registered, (vii) no Company Material Adverse Effect and no Parent Material Adverse Effect (each as defined in the Merger Agreement) having occurred since the date of the Merger Agreement, and (viii) subject to certain materiality qualifications and exceptions, the accuracy of each party’s representations and warranties and each party’s compliance with, or waiver of its obligations under, if permissible, its covenants in the Merger Agreement. Non-Solicitation of Competing or Alternative Proposals Each of EQT and Range has agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any alternative acquisition proposals. However, if, after the date of the Merger Agreement but prior to obtaining its requisite shareholder approval relating to the Merger, EQT or Range receives an unsolicited, bona fide written acquisition proposal from a third party that did not result from a material breach of the non-solicitation provisions of the Merger Agreement and its board of directors concludes in good faith, after consultation with its financial advisors and outside legal counsel, that such unsolicited, bona fide written acquisition proposal constitutes, or would reasonably be expected to result in, a superior offer, EQT or Range, as applicable, may furnish non-public information regarding it or any of its subsidiaries and engage in discussions and negotiations with such third party in response to such unsolicited, bona fide written acquisition proposal; provided that EQT or Range, as applicable, provides notice and furnishes any non-public information provided to the maker of the acquisition proposal to the other party substantially concurrently with providing such non-public information to the maker of the acquisition proposal. Termination Rights The Merger Agreement contains certain termination rights for both EQT and Range, including the right of either party, subject to certain limitations specified therein, to terminate the Merger Agreement if the First Merger is not consummated on or prior to October 25, 2027 (the “End Date”), which date will be automatically extended until April 25, 2028 if all of the conditions to Closing, other than the condition relating to the absence of law, injunction, order or decree prohibiting consummation of the Transactions or the HSR Act Condition, have been satisfied or waived. The Merger Agreement may also be terminated by the mutual written consent of EQT and Range. In addition, the Merger Agreement may be terminated by either EQT or Range if (i) any injunction or other law has been issued, entered, enacted, promulgated or become effective, permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of the Merger and such injunction or other law has become final and nonappealable, (ii) the Range Stockholders’ Meeting has concluded and the Range Shareholder Approval has not been obtained or (iii) the EQT Shareholders’ Meeting has concluded and the EQT Shareholder Approval has not been obtained. The Merger Agreement also contains provisions granting EQT the right to terminate the Merger Agreement for certain reasons, including (i) if Range has breached or failed to perform its representations, warranties, covenants or other agreements set forth in the Merger Agreement, which breach or failure (a) would give rise to a failure of certain of the conditions to EQT’s obligations to consummate the Merger and (b) is incapable of being cured prior to the End Date or Range is not diligently attempting to cure such breach or failure, and (ii) prior to the receipt of the Range Shareholder Approval, if Range’s board of directors changes its recommendation that Range stockholders adopt the Merger Agreement or fails to make or reaffirm such recommendation in certain circumstances, or if Range willfully breaches its obligations under the non-solicit covenant in a manner that materially impedes, interferes with or hinders the consummation of the Transactions prior to the End Date. Likewise, Range has the right to terminate the Merger Agreement for certain reasons, including (1) if EQT has breached or failed to perform its representations, warranties, covenants or agreements set forth in the Merger Agreement, which breach or failure (A) would give rise to a failure of certain of the conditions to Range’s obligations to consummate the Merger and (B) is incapable of being cured prior to the End Date or EQT is not diligently attempting to cure such breach or failure, and (2) prior to the receipt of the EQT Shareholder Approval, if the EQT Board changes its recommendation that EQT shareholders approve the Share Issuance or fails to make or reaffirm such recommendation in certain circumstances, or if EQT willfully breaches its obligations under the non-solicit covenant in a manner that materially impedes, interferes with or hinders the consummation of the Transactions prior to the End Date. Upon termination of the Merger Agreement under certain circumstances specified therein, (i) Range will be required to pay EQT a termination fee equal to $423 million, and (ii) EQT will be required to pay Range a termination fee equal to $1,148 million. Treatment of Range Equity Awards At the Effective Time, (i) each outstanding Range restricted stock unit award subject solely to time-based vesting (other than any Range restricted stock unit award or performance share unit award that vests solely as a result of the Closing pursuant to its terms (each, a “Single-Trigger Award”)) will be assumed by EQT and converted into a time-based restricted stock unit award with respect to a number of shares of EQT Common Stock determined based upon the Exchange Ratio, (ii) each outstanding Range performance share unit award (other than any Single-Trigger Award) will be deemed earned at the greater of (x) actual performance determined as of the date of Closing (or a date reasonably proximate thereto for administrative practicability) and (y) the target level of performance (the “Earned PSUs”) and be assumed by EQT and converted into a time-based restricted stock unit award with respect to a number of shares of EQT Common Stock determined based upon the Exchange Ratio, which will vest based on continued employment through the end of the originally applicable performance period, (iii) each outstanding Single-Trigger Award will vest and be cancelled and converted into the right to receive a number of shares of EQT Common Stock determined based upon the Exchange Ratio (with any performance share unit award deemed earned on the same basis as the Earned PSUs) and all accumulated dividend equivalents thereon, subject to the holder’s execution and delivery of a release of claims, and (iv) each outstanding deferred unit in respect of a share of Range Common Stock will be assumed by EQT and converted into a deferred unit in respect of a number of shares of EQT Common Stock determined based upon the Exchange Ratio. Assumed awards will otherwise generally remain subject to the same terms and conditions that applied before the Effective Time. Other Terms of the Merger Agreement EQT and Range have each made certain representations and warranties in the Merger Agreement. The Merger Agreement also contains covenants and agreements, including covenants relating to the conduct of each of EQT’s and Range’s business between the date of the signing of the Merger Agreement and the Effective Time and the agreement to use reasonable best efforts to cause the Merger to be completed, including divestitures and other remedies as may be necessary to obtain clearance of the Transactions under applicable antitrust laws, subject to certain limitations set forth in the Merger Agreement. The foregoing description of the Merger Agreement, the Merger and the other Transactions does not purport to be complete, is subject to and is qualified in its entirety by reference to the copy of the Merger Agreement attached hereto as Exhibit 2.1 and incorporated herein by reference. The representations, warranties and covenants contained in the Merger Agreement have been made solely for the benefit of the parties thereto. In addition, such representations, warranties and covenants (i) have been made only for purposes of the Merger Agreement, (ii) are subject to materiality qualifications contained in the Merger Agreement that may differ from what may be viewed as material by investors, (iii) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement, and (iv) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as fact. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the parties thereto or their respective businesses. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in EQT’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding EQT that is or will be contained in EQT’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other documents that EQT files with the SEC.

Item 7.01. Regulation FD Disclosure. On October 26, 2026, EQT and Range issued a joint news release relating to the Merger, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information furnished in this Item 7.01, including the accompanying Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference into any filing made by EQT under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of the general incorporation language of such filing, except as expressly set forth by specific reference in such filing.