EQT Corp to Acquire Range Resources in Transformational All-Stock Merger

Executive Summary

On October 25, 2026, EQT Corporation entered into an Agreement and Plan of Merger with Range Resources Corporation, under which EQT will acquire Range in an all-stock consolidation combining two leading natural gas producers in the Appalachian Basin.

Transaction Structure and Consideration

• Structure: Two-step integrated transaction consisting of the merger of Rhino Merger Sub Inc. with and into Range (the "First Merger"), followed immediately by the merger of the surviving corporation into Rhino Merger Sub LLC, an indirect wholly owned subsidiary of EQT.
• Exchange Ratio: Each share of Range Common Stock ($0.01 par value) will be converted into 0.987 shares of EQT Common Stock (no par value), with cash paid in lieu of fractional shares.
• Ownership Split: Upon completion, legacy EQT shareholders will own approximately 73% and legacy Range stockholders will own approximately 27% of the combined company on a fully diluted basis.

Governance and Leadership

• EQT will increase its Board of Directors to 12 members.
• Two board seats will be designated by Range: Dennis L. Degner (Range's CEO and President) and an additional NYSE-independent nominee selected by Range with EQT's consent.
• Both designees will be nominated for reelection at the next annual shareholder meeting.

Key Conditions and Regulatory Approvals

Closing of the merger is subject to customary conditions, including:

1. Approval by Range stockholders (adoption of the merger agreement).
2. Approval by EQT shareholders (issuance of EQT common shares).
3. Expiration or termination of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act.
4. Effectiveness of the Form S-4 registration statement and NYSE listing of newly issued EQT shares.
5. Absence of any legal injunction or Company/Parent Material Adverse Effect.

Termination Rights and Breakup Fees

• Outside Date: October 25, 2027, with an automatic extension to April 25, 2028 if the sole outstanding conditions relate to antitrust/regulatory approval.
• Range Termination Fee: $423 million (payable under specified circumstances including superior proposal acceptance or adverse recommendation change).
• EQT Termination Fee: $1,148 million (payable under specified circumstances including adverse recommendation change or specific failure scenarios).