EQT 10-Q 2026-03-31
Filed 2026-04-22. 8 sections, 184K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
| FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 |
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||
| FOR THE TRANSITION PERIOD FROM__________ TO__________ |
COMMISSION FILE NUMBER: 001-03551
EQT CORPORATION
(Exact name of registrant as specified in its charter)
| Pennsylvania | 25-0464690 | |||||||
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||
| 625 Liberty Avenue, Suite 1700 | ||||||||
| Pittsburgh, Pennsylvania | 15222 | |||||||
| (Address of principal executive offices) | (Zip Code) |
(412) 553-5700
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, no par value | EQT | New York Stock Exchange |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of common stock, no par value, of the registrant outstanding (in thousands) as of April 14, 2026: 625,478
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED OPERATIONS (UNAUDITED)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (Thousands, except per share amounts) | |||||||||||||||||||||||
| Operating revenues: | |||||||||||||||||||||||
| Sales of natural gas, natural gas liquids and oil | $ | 3,439,935 | $ | 2,244,727 | |||||||||||||||||||
| Loss on derivatives | (238,269) | (678,919) | |||||||||||||||||||||
| Pipeline and other | 177,070 | 174,042 | |||||||||||||||||||||
| Total operating revenues | 3,378,736 | 1,739,850 | |||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Transportation and processing | 400,339 | 378,209 | |||||||||||||||||||||
| Production | 115,178 | 88,438 | |||||||||||||||||||||
| Operating and maintenance | 54,868 | 47,297 | |||||||||||||||||||||
| Exploration | 430 | 1,051 | |||||||||||||||||||||
| Selling, general and administrative | 95,751 | 91,464 | |||||||||||||||||||||
| Depreciation, depletion and amortization | 654,792 | 620,775 | |||||||||||||||||||||
| (Gain) loss on sale/exchange of long-lived assets | (25) | 231 | |||||||||||||||||||||
| Impairment and expiration of leases | 3,823 | 2,661 | |||||||||||||||||||||
| Other operating expenses | 17,620 | 13,474 | |||||||||||||||||||||
| Total operating expenses | 1,342,776 | 1,243,600 | |||||||||||||||||||||
| Operating income | 2,035,960 | 496,250 | |||||||||||||||||||||
| Income from investments | (77,509) | (26,462) | |||||||||||||||||||||
| Other income | (118) | (623) | |||||||||||||||||||||
| Loss on debt extinguishment | 29,528 | 11,680 | |||||||||||||||||||||
| Interest expense, net | 96,777 | 117,569 | |||||||||||||||||||||
| Income before income taxes | 1,987,282 | 394,086 | |||||||||||||||||||||
| Income tax expense | 433,352 | 78,668 | |||||||||||||||||||||
| Net income | 1,553,930 | 315,418 | |||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | 66,701 | 73,279 | |||||||||||||||||||||
| Net income attributable to EQT Corporation | $ | 1,487,229 | $ | 242,139 | |||||||||||||||||||
| Income per share of common stock attributable to EQT Corporation: | |||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||
| Weighted average common stock outstanding | 625,136 | 597,976 | |||||||||||||||||||||
| Net income attributable to EQT Corporation | $ | 2.38 | $ | 0.40 | |||||||||||||||||||
| Diluted (Note 10): | |||||||||||||||||||||||
| Weighted average common stock outstanding | 629,209 | 602,838 | |||||||||||||||||||||
| Net income attributable to EQT Corporation | $ | 2.36 | $ | 0.40 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
EQT CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (Thousands) | |||||||||||||||||||||||
| Net income | $ | 1,553,930 | $ | 315,418 | |||||||||||||||||||
| Other comprehensive income, net of tax: | |||||||||||||||||||||||
| Other postretirement benefits liability adjustment, net of tax (expense) benefit of $(178) and $29 | 294 | 37 | |||||||||||||||||||||
| Comprehensive income | 1,554,224 | 315,455 | |||||||||||||||||||||
| Less: Comprehensive income attributable to noncontrolling interests | 66,701 | 73,279 | |||||||||||||||||||||
| Comprehensive income attributable to EQT Corporation | $ | 1,487,523 | $ | 242,176 |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
EQT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| March 31, 2026 | December 31, 2025 | ||||||||||
| (Thousands) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 326,568 | $ | 110,795 | |||||||
| Accounts receivable (less allowance for credit losses: $3,155 and $3,088) | 953,314 | 1,457,959 | |||||||||
| Derivative instruments, at fair value | 184,021 | 202,390 | |||||||||
| Prepaid expenses and other | 92,811 | 124,007 | |||||||||
| Total current assets | 1,556,714 | 1,895,151 | |||||||||
| Property, plant and equipment | 49,068,468 | 48,472,497 | |||||||||
| Less: Accumulated depreciation and depletion | 15,539,949 | 14,914,689 | |||||||||
| Net property, plant and equipment | 33,528,519 | 33,557,808 | |||||||||
| Investments in unconsolidated entities | 3,915,646 | 3,630,577 | |||||||||
| Net intangible assets | 196,793 | 200,486 | |||||||||
| Goodwill | 2,062,462 | 2,062,462 | |||||||||
| Other assets | 432,144 | 446,390 | |||||||||
| Total assets | $ | 41,692,278 | $ | 41,792,874 | |||||||
| LIABILITIES AND EQUITY |
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of financial condition and results of operations should be read in conjunction with the Condensed Consolidated Financial Statements and the notes thereto included in this report. Unless the context otherwise indicates, all references in this report to "EQT" are to EQT Corporation and all references in this report to the "Company," "we," "us," or "our" are to EQT Corporation and its consolidated subsidiaries, collectively. For certain industry specific terms used in this Quarterly Report on Form 10-Q, please see "Glossary of Commonly Used Terms, Abbreviations and Measurements" in EQT's Annual Report on Form 10-K for the year ended December 31, 2025.
CAUTIONARY STATEMENTS
This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Section 27A of the Securities Act of 1933, as amended. 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 "anticipate," "estimate," "could," "would," "will," "may," "forecast," "approximate," "expect," "project," "intend," "plan," "believe" and other words of similar meaning, or the negative thereof. Without limiting the generality of the foregoing, forward-looking statements contained in this Quarterly Report on Form 10-Q include the matters discussed in the section "Trends and Uncertainties" in Item 2., "Management's Discussion and Analysis of Financial Condition and Results of Operations," and expectations of our plans, strategies, objectives and growth and anticipated financial and operational performance, including guidance regarding our strategy to develop our reserves; drilling plans and programs, including availability of capital to complete these plans and programs; total resource potential and drilling inventory duration; projected production and sales volume, including NGLs and liquified natural gas (LNG) volumes and sales; the projected volume and timing of LNG offtake and tolling commitments subject to final investment decisions; potential curtailments and the anticipated volume and duration thereof; natural gas prices; changes in basis and the impact of commodity prices on our business; potential future impairments of our assets; projected well costs and capital expenditures; infrastructure projects; the cost, capacity and timing of obtaining regulatory approvals; our ability to successfully implement and execute our operational and organizational initiatives, and achieve the anticipated results of such initiatives; projected gathering and compression rates; potential acquisitions or other strategic transactions, the timing thereof and our ability to achieve the intended operational, financial and strategic benefits from any such transactions or from any recently completed strategic transactions; the amount and timing of any repayments, redemptions or repurchases of EQT common stock, outstanding debt securities or other debt instruments; our ability to retire our debt and the timing of such retirements, if any; the projected amount and timing of dividends; projected cash flows and free cash flow, and the timing thereof; liquidity and financing requirements, including funding sources and availability; our ability to maintain or improve our credit ratings, leverage levels and financial profile; our hedging strategy and projected margin posting obligations; the effects of litigation, government regulation and tax position; and the expected impact of changes to tax laws.
The forward-looking statements included in this Quarterly Report on Form 10-Q involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. We have based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by us. While we consider these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond our control. These risks and uncertainties include, but are not limited to, volatility of commodity prices; the costs and results of drilling and operations; uncertainties about estimates of reserves, identification of drilling locations and the ability to add proved reserves in the future; the assumptions underlying production forecasts; the quality of technical data; our ability to appropriately allocate capital and other resources among our strategic opportunities; access to and cost of capital; our hedging and other financial contracts; inherent hazards and risks normally incidental to drilling for, producing, transporting and storing natural gas, natural gas liquids (NGLs) and oil; operational risks and hazards incidental to the gathering, transmission and storage of natural gas as well as unforeseen interruptions; cyber security risks and acts of sabotage; availability and cost of drilling rigs, completion services, equipment, supplies, personnel, oilfield services and sand and water required to execute our exploration and development plans, including as a result of inflationary pressures or tariffs; risks associated with operating primarily in the Appalachian Basin; the ability to obtain environmental and other permits and the timing thereof; construction, business, economic, competitive, regulatory, judicial, environmental, political and legal uncertainties related to the development and construction by us or our joint ventures of pipeline and storage facilities and transmission assets and the optimization of such assets; our ability to renew or replace expiring gathering, transmission or storage contracts at favorable rates on a long-term basis or at all; risks relating to our joint venture arrangements; government regulation or action, including regulations pertaining to methane and other greenhouse gas emissions; negative public perception of the fossil fuels industry; increased consumer
EQT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
demand for alternatives to natural gas; environmental and weather risks, including the possible impacts of climate change; and disruptions to our business due to recently completed divestitures, acquisitions and other significant strategic transactions. These and other risks and uncertainties are described under the "Risk Factors" section and elsewhere in EQT's Annual Report on Form 10-K for the year ended December 31, 2025, and may be updated by other documents we subsequently file from time to time with the Securities and Exchange Commission (the SEC).
Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, we do not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.
Recent and Significant Events
MVP A and MVP C Interest Acquisitions
On March 30, 2026, we completed our acquisitions (the MVP A and MVP C Interest Acquisitions) of an approximately 3.94% interest in each of MVP A and MVP C (each defined in Note 8 to the Condensed Consolidated Financial Statements) from an affiliate of Con Edison Gas Pipeline and Storage, LLC pursuant to a preferential buy-out right under the MVP LLC Agreement (defined in Note 8 to the Condensed Consolidated Financial Statements). Total consideration for our acquisition of equity interests in MV
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Commodity Price Risk and Derivative Instruments. Our primary market risk exposure is the volatility of future prices for natural gas and NGLs, which can affect our operating results. We use derivative commodity instruments to hedge our cash flows from sales of produced natural gas and NGLs. The overall objective of our hedging program is to protect our cash flows from undue exposure to the risk of changing commodity prices. Our use of derivatives is further described in Note 4 to the Condensed Consolidated Financial Statements and "Commodity Risk Management" under "Capital Resources and Liquidity" in Item 2., "Management's Discussion and Analysis of Financial Condition and Results of Operations."
A hypothetical decrease of 10% in the NYMEX natural gas price on March 31, 2026 and December 31, 2025 would increase the fair value of our natural gas derivative commodity instruments by approximately $107 million and $100 million, respectively. A hypothetical increase of 10% in the NYMEX natural gas price on March 31, 2026 and December 31, 2025 would decrease the fair value of our natural gas derivative commodity instruments by approximately $100 million and $93 million, respectively. For purposes of this analysis, we applied the 10% change in the NYMEX natural gas price on March 31, 2026 and December 31, 2025 to our natural gas derivative commodity instruments as of March 31, 2026 and December 31, 2025 to calculate the hypothetical change in fair value. The change in fair value was determined using a method similar to our normal process for determining derivative commodity instrument fair value described in Note 5 to the Condensed Consolidated Financial Statements.
The above analysis of our derivative commodity instruments does not include the offsetting impact that the same hypothetical price movement may have on our physical sales of natural gas. The portfolio of derivative commodity instruments held to hedge our forecasted produced natural gas approximates a portion of our expected physical sales of natural gas; therefore, an adverse impact to the fair value of the portfolio of derivative commodity instruments held to hedge our forecasted production associated with the hypothetical changes in commodity prices referenced above should be offset by a favorable impact on our physical sales of natural gas, assuming that the derivative commodity instruments are not closed in advance of their expected term and the derivative commodity instruments continue to function effectively as hedges of the underlying risk.
If the underlying physical transactions or positions are liquidated prior to the maturity of the derivative commodity instruments, a loss on the financial instruments may occur or the derivative commodity instruments might be worthless as determined by the prevailing market value on their termination or maturity date, whichever comes first.
Interest Rate Risk. As of March 31, 2026, there have been no material changes to our interest rate risk exposures described in the "Quantitative and Qualitative Disclosures About Market Risk – Interest Rate Risk" section of EQT's Annual Report on Form 10-K for the year ended December 31, 2025.
Other Market Risks. We are exposed to credit loss in the event of nonperformance by counterparties to our derivative contracts. This credit exposure is limited to derivative contracts with a positive fair value, which may change as market prices change. Approximately 75%, or $174 million, of our OTC derivative contracts outstanding at March 31, 2026 had a positive fair value. Approximately 62%, or $159 million, of our OTC derivative contracts outstanding at December 31, 2025 had a positive fair value. Otherwise, as of March 31, 2026, there have been no material changes to our market risk exposures described in the "Quantitative and Qualitative Disclosures About Market Risk – Other Market Risks" section of EQT's Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the first quarter of 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Except as disclosed below, there are no material updates to the matters previously disclosed in the "Legal Proceedings" section of EQT's Annual Report on Form 10-K for the year ended December 31, 2025.
Environmental Proceedings
Rager Mountain Storage Field Venting, Jackson Township, Pennsylvania
On November 6, 2022, Equitrans Midstream Corporation (Equitrans Midstream) became aware of natural gas venting from one of the storage wells, well 2244, at Equitrans, L.P.'s Rager Mountain natural gas storage facility (the Rager Mountain Facility), located in Jackson Township, a remote section of Cambria County, Pennsylvania. Venting at the Rager Mountain Facility was halted on November 19, 2022. Since the time of the incident, the Pennsylvania Department of Environmental Protection (the PADEP) has concluded its investigation and the Pipeline and Hazardous Materials Safety Administration (the PHMSA) and other investigators are continuing to conduct civil and criminal investigations of the incident, and we are cooperating in such investigations.
On December 29, 2022, the PHMSA issued Equitrans Midstream a Notice of Proposed Safety Order that included proposed remedial requirements related to the Rager Mountain Facility incident, including, but not limited to, completing a root cause analysis, and subsequently, on May 26, 2023, the PHMSA issued a consent order to Equitrans Midstream requiring the completion of a root cause analysis and a remedial work plan and providing that Equitrans Midstream may not resume injection operations at the Rager Mountain Facility until authorized by the PHMSA. In August 2023, Equitrans Midstream submitted a root cause analysis to the PHMSA and later submitted a remedial work plan and injection plan seeking authority to resume injections at the Rager Mountain Facility using all wells in the facility except three, which remained disconnected from the storage field. On October 2, 2023, the PHMSA approved Equitrans Midstream's injection plan and Equitrans Midstream restarted injections at the Rager Mountain Facility on October 5, 2023, subject to certain pressure restrictions and other requirements in the PHMSA consent agreement. On November 16, 2023, the PHMSA issued a letter to Equitrans Midstream approving Equitrans Midstream's request to remove all pressure restrictions at the Rager Mountain Facility. On May 30, 2024, the PHMSA approved resuming operations for one of the three remaining wells excluded from the injection plan. The corrective measures in the May 2023 consent order with the PHMSA have been completed, all wells at the Rager Mountain Facility have returned to service, and on January 9, 2026, we submitted a request to the PHMSA that the consent order be terminated.
On October 17, 2025, the PHMSA issued a Notice of Probable Violation and Proposed Civil Penalty pertaining to this matter, pursuant to which the PHMSA recommended assessing a civil penalty. On April 21, 2026, the PHMSA issued a consent order incorporating the terms of a consent agreement we entered into with the PHMSA (the Rager Agreement). The Rager Agreement resolved the allegations pertaining to this matter and set the civil penalty amount at $466,550. We expect that the resolution of this matter, including the payment of the civil penalty, will not have a material adverse impact on our financial condition, results of operations or liquidity.
Additionally, on July 24, 2025, the Pennsylvania Fifty-First Statewide Investigating Grand Jury returned four criminal charges against Equitrans, L.P., consisting of one violation of the Air Pollution Control Act (35 P.S. 4009(b)(1)) and three violations of the Clean Streams Law (35 P.S. 691.602(b); 35 P.S. 691.401; and 35 P.S. 691.611). All charges are second degree misdemeanors. In its complaint (the Rager Complaint), the Commonwealth of Pennsylvania alleges that from November 6, 2022, to November 19, 2022, Equitrans, L.P. negligently caused air pollution and brine water to emit and discharge into the air, groundwater, and wetlands around the George L. Reade #1 Well, without first obtaining a permit from the PADEP. The Rager Complaint carries the possibility of a monetary sanction, that if imposed could result in a fine in excess of $300,000; however, we expect that the resolution of this matter will not have a material adverse impact on our financial condition, results of operations or liquidity.
Item 1A. Risk Factors
There are no material changes to the risk factors previously disclosed in the "Risk Factors" section of EQT's Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Equity Securities
None.
Issuer Purchases of Equity Securities
We did not repurchase any equity securities registered under Section 12 of the Exchange Act during the first quarter of 2026.
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 EQT 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 EQT common stock for an aggregate purchase price of up to $2 billion, excluding fees, commissions and expenses. 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. Further, on December 18, 2024, we announced that our Board of Directors approved an additional two-year extension of the Share Repurchase Program. As a result of the most recent extension, the Share Repurchase Program will expire on December 31, 2026, but it may be suspended, modified or discontinued at any time without prior notice. Repurchases under the Share Repurchase Program may be made from time to time in amounts at prices we deem appropriate and will be subject to a variety of factors, including the market price of EQT common stock, general market and economic conditions, applicable legal requirements and other considerations. As of March 31, 2026, 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.
Item 5. Other Information
Other than as described below, during the three months ended March 31, 2026, none of our directors or "officers" (as such term is defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408(a) of Regulation S-K).
| Name and Title | Action | Date of Adoption or Termination | Character of Trading Arrangement | Aggregate Number of Securities to be Purchased or Sold | Duration of Trading Arrangement | |||||||||||||||||||||||||||
| Toby Z. Rice Director, President and Chief Executive Officer | Adopted | 03/06/2026 | Rule 10b5-1 trading arrangement(1) | Indeterminable(2) | 06/05/2026 – 09/15/2026(3) |
(1)This trading arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act (the Rule), and, among other things, only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.
(2)The number of shares of EQT common stock to be sold under this trading arrangement is not currently determinable and will vary depending on the market price of EQT common stock. This trading arrangement provides for the sale of a number of shares of EQT common stock, at certain minimum threshold prices specified therein, that is sufficient to generate aggregate gross proceeds of $15.0 million.
(3)This trading arrangement permits transactions beginning on June 5, 2026 and through the earliest to occur of the following: (a) the close of trading on September 15, 2026, (b) the date on which sales pursuant thereto generate aggregate gross proceeds of $15.0 million and (c) the occurrence of another termination event specified therein.
Item 6. Exhibits
| Exhibit No. | Description | Method of Filing | ||||||||||||
| 3.01(a) | Restated Articles of Incorporation of EQT Corporation (as amended through November 13, 2017). | Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on November 14, 2017. | ||||||||||||
| 3.01(b) | Articles of Amendment to the Restated Articles of Incorporation of EQT Corporation (effective May 1, 2020). | Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on May 4, 2020. | ||||||||||||
| 3.01(c) | Articles of Amendment to the Restated Articles of Incorporation of EQT Corporation (effective July 23, 2020). | Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on July 23, 2020. | ||||||||||||
| 3.01(d) | Articles of Amendment to the Restated Articles of Incorporation of EQT Corporation (effective July 18, 2024). | Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on July 18, 2024. | ||||||||||||
| 3.02 | Amended and Restated Bylaws of EQT Corporation (Amended through October 16, 2025). | Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on October 20, 2025. | ||||||||||||
| 10.01 | First Amendment to the Amended and Restated Limited Liability Company Agreement of PipeBox LLC, dated January 16, 2026. | Incorporated herein by reference to Exhibit 10.03(b) to Form 10-K (#001-3551) for the year ended December 31, 2025. | ||||||||||||
| 31.01 | Rule 13(a)-14(a) Certification of Principal Executive Officer. | Filed herewith as Exhibit 31.01. | ||||||||||||
| 31.02 | Rule 13(a)-14(a) Certification of Principal Financial Officer. | Filed herewith as Exhibit 31.02. | ||||||||||||
| 32 | Section 1350 Certification of Principal Executive Officer and Principal Financial Officer. | Furnished herewith as Exhibit 32. | ||||||||||||
| 101 | Interactive Data File. | Filed herewith as Exhibit 101. | ||||||||||||
| 104 | Cover Page Interactive Data File. | Formatted as Inline XBRL and contained in Exhibit 101. |
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 thereunto duly authorized.
| EQT CORPORATION | ||||||||
| (Registrant) | ||||||||
| By: | /s/ Jeremy T. Knop | |||||||
| Jeremy T. Knop | ||||||||
| Chief Financial Officer |
Date: April 22, 2026