EQT 8-K 2024-12-10

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): December 10, 2024

EQT CORPORATION

(Exact name of registrant as specified in its charter)

625 Liberty Avenue**, Suite 1700**

Pittsburgh**, Pennsylvania** 15222

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ¨

On December 10, 2024, EQT Corporation issued a news release announcing (i) the early results and upsizing of the previously announced tender offer (the “Tender Offer”) by its indirect wholly owned subsidiary, EQM Midstream Partners, LP (“EQM”), to purchase for cash EQM’s outstanding 6.500% Senior Notes due 2048 (the “2048 Notes”), 5.500% Senior Notes due 2028 (the “2028 Notes”), 4.50% Senior Notes due 2029 (the “2029 Notes”) and 7.500% Senior Notes due 2030 (the “2030 Notes” and, collectively with the 2048 Notes, the 2028 Notes and the 2029 Notes, the “Notes”) and (ii) the early results of the related solicitation by EQM of consents from holders of the 2028 Notes and from holders of the 2048 Notes to proposed amendments relating to the reporting covenants contained in the indentures governing the 2028 Notes and the 2048 Notes. EQM has amended the Tender Offer to increase the maximum aggregate purchase price, excluding accrued and unpaid interest, for Notes that may be purchased from $1.275 billion to $1.3 billion. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

(d) Exhibits.

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.