UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 25, 2026

EQT CORPORATION

(Exact name of registrant as specified in its charter)

2200 Energy Drive

Canonsburg, Pennsylvania 15317

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (412) 553-5700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Cautionary Statements Regarding Forward-Looking Statements

This Current Report on Form 8-K (this “Report”) contains “forward-looking statements” within the meaning of the federal securities laws. Statements that do not relate strictly to historical or current facts are forward-looking and are usually identified by the use of words such as “anticipates,” “believes,” “cause,” “continue,” “could,” “depend,” “develop,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “have,” “impact,” “implement,” “increase,” “intends,” “lead,” “maintain,” “may,” “might,” “plans,” “potential,” “possible,” “projected,” “reduce,” “remain,” “result,” “scheduled,” “seek,” “should,” “will,” “would” and other similar words or expressions. The absence of such words or expressions does not necessarily mean the statements are not forward-looking. Without limiting the generality of the foregoing, forward-looking statements in this Report may include statements regarding the Merger, the expected closing of the Merger and the timing thereof and the pro forma combined company and its operations, strategies and plans, integration, debt levels and leverage ratio, capital expenditures, enterprise value, cash flows and anticipated uses thereof, synergies, opportunities and anticipated future performance, expected accretion to earnings and free cash flow and anticipated dividends. Information adjusted for the Merger should not be considered a forecast of future results. Forward-looking statements contained herein reflect the current views of EQT and Range about future events. Although EQT believes its forward-looking statements are based on reasonable expectations and assumptions, statements made regarding future results are not guarantees of future performance and are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond EQT’s and Range’s control. Actual outcomes and results may be materially different from the results stated or implied in the forward-looking statements included in this Report due to a number of factors, including, but not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the possibility that shareholders of EQT may not approve the Share Issuance; the possibility that the stockholders of Range may not adopt the Merger Agreement; the risk that EQT or Range may be unable to obtain governmental and regulatory approvals required for the Merger, or required governmental and regulatory approvals may delay the Merger or result in the imposition of conditions that could cause the parties to abandon the Merger; the risk that the parties may not be able to satisfy the conditions to the Merger in a timely manner or at all; risks related to disruption of management’s time from ongoing business operations due to the Merger; the risk that any announcements relating to the Merger could have adverse effects on the market price of EQT Common Stock or Range Common Stock; the risk of any unexpected costs or expenses resulting from the Merger; the risk of any litigation relating to the Merger; the risk that the Merger and its announcement could have an adverse effect on the ability of EQT and Range to retain and hire key personnel, on the ability of EQT or Range to attract third-party customers and maintain their relationships with derivatives and joint venture counterparties and on EQT’s and Range’s operating results and businesses generally; the risk that problems may arise in successfully integrating the businesses of EQT and Range, which may result in the combined company not operating as effectively and efficiently as expected; the risk that the combined company may be unable to achieve synergies or other anticipated benefits of the Merger or it may take longer than expected to achieve those synergies or benefits and other important factors that could cause actual results to differ materially from those projected; the volatility in commodity prices for crude oil and natural gas; the effect of future regulatory or legislative actions on EQT and Range or the industry in which they operate, including the risk of new restrictions with respect to oil and natural gas development activities; the risk that the credit ratings of the combined business may be different from what EQT and Range expect; the ability of management to execute its plans to meet its goals and other risks inherent in EQT’s and Range’s businesses; public health crises and any related government policies and actions; the potential disruption or interruption of EQT’s or Range’s operations due to war, accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond EQT’s or Range’s control; and the combined company’s ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry. Additional information concerning risk factors is contained in EQT’s and Range’s Annual Reports on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. All such factors are difficult to predict and are beyond EQT’s and Range’s control. Additional risks or uncertainties that are not currently known to EQT or Range, that EQT or Range currently deem to be immaterial, or that could apply to any company could also cause actual outcomes and results to differ materially from those included in the forward-looking statements in this Report.

Any forward-looking statement speaks only as of the date on which such statement is made. EQT and Range undertake no obligation to publicly correct or update the forward-looking statements in this Report, in other documents or on their respective websites to reflect new information, future events or otherwise, except as required by applicable law. All such statements are expressly qualified by this cautionary statement. Readers are cautioned not to place undue reliance on these forward-looking statements as a prediction of actual results.

Important Information for Investors and Shareholders; Additional Information and Where to Find It

In connection with the Merger, EQT intends to file with the SEC a registration statement on Form S-4 (the “registration statement”) that will include a joint proxy statement of EQT and Range and that will also constitute a prospectus of EQT (the “joint proxy statement/prospectus”). EQT and Range also intend to file other relevant documents regarding the Merger with the SEC. This Report is not a substitute for the joint proxy statement/prospectus or the registration statement. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF EQT AND RANGE ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT MAY BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT EQT, RANGE, THE MERGER, THE RISKS THERETO AND RELATED MATTERS. After the registration statement has been declared effective, a definitive joint proxy statement/prospectus will be mailed to the shareholders of EQT and the stockholders of Range. Investors and security holders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus and other relevant documents filed or that will be filed with the SEC by EQT or Range through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by EQT may be obtained free of charge on EQT’s website at ir.eqt.com/investor-relations. Copies of the documents filed with the SEC by Range may be obtained free of charge on Range’s website at ir.rangeresources.com. The information included on, or accessible through, EQT’s or Range’s website is not incorporated by reference into this Report.

Participants in the Solicitation

EQT and Range and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the Merger contemplated by the joint proxy statement/prospectus. Information regarding EQT’s directors and executive officers and their ownership of EQT’s securities is set forth in EQT’s filings with the SEC, including EQT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 that was filed with the SEC on February 18, 2026 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000033213/000003321326000018/eqt-20251231.htm) and its Definitive Proxy Statement on Schedule 14A that was filed with the SEC on February 26, 2026 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000033213/000110465926020027/tm261383-1_def14a.htm). To the extent such person’s ownership of EQT’s securities has changed since the filing of such proxy statement, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Information regarding Range’s directors and executive officers and their ownership of Range’s securities is set forth in Range’s filings with the SEC, including Range’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 that was filed with the SEC on February 24, 2026 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000315852/000119312526067292/rrc-20251231.htm) and its Definitive Proxy Statement on Schedule 14A that was filed with the SEC on March 31, 2026 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000315852/000119312526134699/rrc-20260325.htm). To the extent such person’s ownership of Range’s securities has changed since the filing of such proxy statement, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the Merger may be obtained by reading the joint proxy statement/prospectus and other relevant materials that will be filed with the SEC regarding the Merger when such documents become available. You may obtain free copies of these documents as described in the preceding paragraph.

No Offer or Solicitation

This Report relates to the Merger. This Report is for informational purposes only and is not intended to and shall not constitute an offer to buy, sell or exchange, or the solicitation of an offer to buy, sell or exchange, any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Merger or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this Report in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ATTACHMENTS / EXHIBITS

AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 25, 2026, BY AND AMONG EQT CORPORATION, EQT HOLDINGS LLC, RHINO MERGER SUB INC., RHINO MERGER SUB LLC AND RANGE RESOURCES CORPORATION

JOINT NEWS RELEASE, DATED OCTOBER 26, 2026, ISSUED BY EQT CORPORATION AND RANGE RESOURCES CORPORATION