Item 1A. Risk Factors

There are no material changes to the risk factors previously disclosed in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2023 other than those listed below.

Our acquisition of Equitrans Midstream is subject to conditions, including certain conditions that are beyond our control and may not be satisfied. Failure to complete the Equitrans Midstream Merger could have a material and adverse effect on us.

Completion of our acquisition of Equitrans Midstream is subject to a number of conditions set forth in the Merger Agreement, including those described in Note 10 to the Condensed Consolidated Financial Statements. Some of the conditions, such as approval by our shareholders and Equitrans Midstream's shareholders of the transaction and certain regulatory approvals, are beyond our control, which make the completion and timing of the completion of the Equitrans Midstream Merger uncertain. In addition, the Merger Agreement contains certain termination rights for both Equitrans Midstream and us, which if exercised, will also result in the Equitrans Midstream Merger not being consummated. Furthermore, the governmental authorities from which the regulatory approvals are required may impose conditions on the completion of the Equitrans Midstream Merger or require changes to the terms of the Merger Agreement.

If the Equitrans Midstream Merger is not completed, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the transaction, we will be subject to a number of risks, including the following: we will be required to pay our costs relating to the Equitrans Midstream Merger, such as legal, accounting and financial advisory fees, whether or not the Equitrans Midstream Merger is completed; time and resources committed by our management to matters relating to the Equitrans Midstream Merger could otherwise have been devoted to pursuing other beneficial opportunities; and the market price of our common stock could decline to the extent that the current market price reflects a market assumption that the Equitrans Midstream Merger will be completed. In addition to such risks, if the Merger Agreement is terminated and our Board of Directors seeks another acquisition, our shareholders cannot be certain that we will be able to find a party willing to enter into a transaction as attractive to us as the Equitrans Midstream Merger.

If the Equitrans Midstream Merger is completed, we may not achieve the anticipated benefits.

There can be no assurance that we will be able to successfully integrate Equitrans Midstream and the anticipated benefits of the transaction may not be realized fully or at all or may take longer to realize than expected. If the combined company is not able to realize the anticipated benefits expected from the transaction within the anticipated timing or at all, the combined company's business, financial condition and operating results may be adversely affected, the combined company's earnings per share may be diluted, the accretive effect of the Equitrans Midstream Merger may decrease or be delayed and the share price of the combined company may be negatively impacted. The integration of the two companies will require significant time and focus from management following the Equitrans Midstream Merger and could result in performance shortfalls as a result of the diversion of management's attention to such integration efforts. Difficulties in integrating Equitrans Midstream into our company may result in the combined company performing differently than expected, in operational challenges or in the failure to realize anticipated synergies on the anticipated timeline. Potential difficulties that may be encountered in the integration process include, among others, complexities associated with managing a larger, more complex, integrated business; potential unknown liabilities and unforeseen expenses associated with Equitrans Midstream; and inconsistencies between the two company's standards, controls, procedures and policies. In addition, our business may be negatively impacted following the Equitrans Midstream Merger if we are unable to effectively manage our expanded operations.

The Equitrans Midstream Merger may be completed even though material adverse changes, such as industry-wide changes or other events, subsequent to the announcement of the transaction may occur.

Although one of the conditions to the consummation of the transaction is there being 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, some types of changes do not permit the parties to refuse to complete the transaction, even if such changes would have a material adverse effect on either of the parties. For example, a worsening of Equitrans Midstream's financial condition or results of operations due to general economic conditions would not give us the right to refuse to complete the Equitrans Midstream Merger. In such a case, our business and financial results after the Equitrans Midstream Merger may be negatively affected.

We will be subject to business uncertainties while the Equitrans Midstream Merger is pending, which could adversely affect our business, and the Equitrans Midstream Merger may disrupt our current plans or operation.

It is possible that certain persons with whom we have a business relationship may delay certain business decisions relating to us in connection with the pendency of the Equitrans Midstream Merger or they might decide to seek to terminate, change or renegotiate their relationships with us as a result of the Equitrans Midstream Merger, which could negatively affect our revenues, earnings and cash flows, regardless of whether the Equitrans Midstream Merger is completed.

In addition, under the terms of the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to the completion of the Equitrans Midstream Merger, including the ability in certain cases to acquire certain assets, which could delay or otherwise adversely affect our ability to execute certain of our business strategies and could negatively affect our business and operations.

The Merger Agreement limits our ability to pursue alternatives to the Equitrans Midstream Merger.

In the Merger Agreement, we have 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 unsolicited alternative acquisition proposals. In addition, upon termination of the Merger Agreement under certain circumstances specified therein, we would be required to pay Equitrans Midstream a termination fee equal to $176 million or $545 million, depending on the circumstances which led to the termination. These provisions could discourage a potential acquirer or other strategic transaction partner that might have an interest in acquiring all or a significant portion of EQT from considering or pursuing an alternative transaction with us or proposing such a transaction. These provisions might also result in a potential acquirer or other strategic transaction partner proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

We are expected to incur significant transaction costs in connection with the acquisition of Equitrans Midstream, which may be in excess of those anticipated by us.

We have incurred and are expected to continue to incur a number of non-recurring costs associated with negotiating and completing the Equitrans Midstream Merger, combining the operations of the two companies and achieving desired synergies. These fees and costs have been, and will continue to be, substantial and, in many cases, will be borne by us whether or not the Equitrans Midstream Merger is completed, and could have an adverse effect on our financial condition and operating results following the completion of the transaction.

We may be a target of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the Equitrans Midstream Merger from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition or merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Equitrans Midstream Merger, that injunction may delay or prevent the transaction from being completed, which may adversely affect our business, financial position and results of operations, as described in the first risk factor in this Item 1A.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Conversion of Certain Convertible Notes. During the first quarter of 2024, we settled conversion notices submitted by holders of the Convertible Notes (defined in Note 6 to the Condensed Consolidated Financial Statements) requesting the conversion of certain Convertible Notes (the Converted Notes) by issuing to such converting holders shares of EQT Corporation common stock as stated in the below table. Such shares were issued in transactions exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration was paid in connection with conversion of the Converted Notes.

Repurchases of Equity Securities. We did not repurchase any equity securities registered under Section 12 of the Exchange Act during the first quarter of 2024.

On December 13, 2021, we announced that our Board of Directors approved a share repurchase program (the Share Repurchase Program) authorizing us to repurchase shares of our outstanding common stock for an aggregate purchase price of up to $1 billion, excluding fees, commissions and expenses. On September 6, 2022, we announced that our Board of Directors approved a $1 billion increase to the Share Repurchase Program, pursuant to which approval we are authorized to repurchase shares of our outstanding common stock for an aggregate purchase price of up to $2 billion, excluding fees, commissions and expenses. Repurchases under the Share Repurchase Program may be made from time to time in amounts and at prices we deem appropriate and will be subject to a variety of factors, including the market price of our common stock, general market and economic conditions, applicable legal requirements and other considerations. The Share Repurchase Program was originally scheduled to expire on December 31, 2023; however, on April 26, 2023, we announced that our Board of Directors approved a one-year extension of the Share Repurchase Program. As a result of such extension, the Share Repurchase Program will expire on December 31, 2024, but it may be suspended, modified or discontinued at any time without prior notice. As of March 31, 2024, we had purchased shares for an aggregate purchase price of $622.1 million, excluding fees, commissions and expenses, under the Share Repurchase Program since its inception, and the approximate dollar value of shares that may yet be purchased under the Share Repurchase Program is $1.4 billion.