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We are a vertically integrated natural gas company with upstream, gathering and transmission operations focused in the Appalachian Basin. 10-K, Item 1
1 paragraph in Risk Factors of the 10-K filed Feb 18, 2026 with nothing like it in the 10-K filed Feb 19, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 19 Energy companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
At the international level, in December 2015, the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change resulted in nearly 200 countries, including the United States, coming together to develop the Paris Agreement, which calls for the signatories to the agreement to undertake "ambitious efforts" to limit increases in the average global temperature. Although the agreement does not create any binding obligations for nations to limit their GHG emissions, it does require pledges to voluntarily limit or reduce future emissions. In January 2026, the United States withdrew from the Paris Agreement and announced that it will be withdrawing from the United Nations Framework Convention on Climate Change. Nonetheless, various state and local governments have publicly committed to furthering the goals of the Paris Agreement and many of these initiatives are expected to continue. The full impact of these actions and initiatives remains uncertain at this time. See Item 1., "Business – Regulation – Environmental, Health and Safety Regulations-Climate Change and Regulation of Methane and Other Greenhouse Gas Emissions" for more information.
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31 paragraphs in the 10-Q filed Oct 28, 2026 with nothing like them in the 10-Q filed Jul 22, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
EQT CORPORATION AND SUBSIDIARIES STATEMENTS OF CONDENSED CONSOLIDATED OPERATIONS (UNAUDITED)
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EQT CORPORATION AND SUBSIDIARIES STATEMENTS OF CONDENSED CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED)
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EQT CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
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EQT CORPORATION AND SUBSIDIARIES STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS (UNAUDITED)
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EQT CORPORATION AND SUBSIDIARIES STATEMENTS OF CONDENSED CONSOLIDATED EQUITY (UNAUDITED)
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EQT CORPORATION AND SUBSIDIARIES STATEMENTS OF CONDENSED CONSOLIDATED EQUITY (UNAUDITED)
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In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606), to exclude from the scope of derivative accounting certain contracts with underlyings based on the operations or activities of one of the contracting parties. The amendments also clarify the accounting for share-based non-cash consideration received from a customer in a revenue contract. The Company early adopted ASU 2025-07 effective January 1, 2026 on a prospective basis. The Company's adoption of both the derivative scope refinements and the share-based non-cash consideration amendments did not result in a cumulative-effect adjustment to opening retained earnings and did not have an effect on the Company's consolidated financial statements.
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EQT's Commercial Paper Program. On October 7, 2026, EQT established a commercial paper program (the Commercial Paper Program) pursuant to which EQT may issue unsecured commercial paper notes (Commercial Paper Notes) in an aggregate principal amount outstanding at any time not to exceed $ 3.5 billion. The Commercial Paper Notes may have maturities of up to 397 days from the date of issuance and are expected to be sold at a discount from par or, if interest bearing, at par. The net proceeds of the issuances of the Commercial Paper Notes are expected to be used for general corporate purposes, including, but not limited to, funding working capital, capital expenditures, acquisitions and repayment of other indebtedness. EQT expects to use its revolving credit facility as a liquidity backstop for any issuance under the Commercial Paper Program, and EQT intends to maintain available capacity under its revolving credit facility in an amount at least equal to the aggregate principal amount of Commercial Paper Notes outstanding under the Commercial Paper Program. As of October 20, 2026, EQT had not issued any Commercial Paper Notes under the Commercial Paper Program.
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On October 25, 2026, 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, 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 Range Merger), with LLC Sub surviving the Second Merger as an indirect wholly owned subsidiary of EQT.
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As a result of the Range Merger, except as otherwise provided in the Merger Agreement, 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 of the First Merger (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 shares of EQT common stock (with cash in lieu of fractional shares). It is currently expected that, upon closing of the Range Merger, EQT's existing shareholders will own approximately 73 % of the combined company and Range's existing shareholders will own approximately 27 % of the combined company on a fully diluted basis. Also upon closing of the Range Merger, two representatives from Range, including Range's current Chief Executive Officer and President, will join EQT's Board of Directors.
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The transaction is currently expected to close during the first quarter of 2027 and 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, (ii) the approval of the issuance of the shares of EQT common stock in connection with the First Merger by a majority of the votes cast at the special meeting of EQT's shareholders to be held in connection with the Range Merger, (iii) there being no law, injunction, order or decree prohibiting consummation of the transaction and (iv) the expiration or termination of (a) all waiting periods (and any extensions thereof) applicable to the transaction 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 transaction or to not consummate the transaction before a certain date (such condition, the HSR Act Condition).
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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, 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 Range Merger or the HSR Act Condition, have been satisfied or waived. 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.
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On October 25, 2026, we entered into the Merger Agreement (defined in Note 11 to the Condensed Consolidated Financial Statements) with Range to effect the Range Merger. Pursuant to the Merger Agreement, each share of Range common stock will be converted into the right to receive, without interest, 0.987 shares of EQT common stock with cash in lieu of fractional shares. Consummation of the Range Merger is subject to the satisfaction or waiver of certain closing conditions, including regulatory approvals, approval by EQT's shareholders and approval by Range's shareholders. Range is a leading U.S. independent natural gas and NGL producer with operations focused in the Appalachian Basin and with acreage directly offsetting our core positions in both Southwest and Northeast Pennsylvania. See Note 11 to the Condensed Consolidated Financial Statements for more information on the Merger Agreement and the Range Merger.
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Purchased Commodities. For the three months ended September 30, 2026, we recognized approximately $8 million of purchased commodities expense for propane inventory acquired in the Blackline Midstream Acquisition and subsequently sold as part of our operation of the acquired propane storage assets.
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Purchased Commodities. For the nine months ended September 30, 2026, we recognized approximately $8 million of purchased commodities expense for propane inventory acquired in the Blackline Midstream Acquisition and subsequently sold as part of our operation of the acquired propane storage assets.
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Our acquisition of Range is subject to conditions, including certain conditions that are beyond our control and may not be satisfied. Failure to complete the Range Merger could have a material and adverse effect on us.
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Completion of our acquisition of Range is subject to a number of conditions set forth in the Merger Agreement, including those described in Note 11 to the Condensed Consolidated Financial Statements. Some of the conditions, such as approval by our shareholders and Range's shareholders of the transaction and certain regulatory approvals, are beyond our control, which make the completion and timing of the completion of the Range Merger uncertain. In addition, the Merger Agreement contains certain termination rights for both Range and us, which if exercised, will also result in the Range Merger not being consummated. Furthermore, the governmental authorities from which regulatory approvals are required may impose conditions on the completion of the Range Merger or require changes to the terms of the Merger Agreement.
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If the Range 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 Range Merger, such as legal, accounting and financial advisory fees, whether or not the Range Merger is completed; time and resources committed by our management to matters relating to the Range 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 Range 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 Range Merger.
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There can be no assurance that we will be able to successfully integrate Range 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 Range 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 Range Merger and could result in performance shortfalls as a result of the diversion of management's attention to such integration efforts. Difficulties in integrating Range 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 business; potential unknown liabilities and unforeseen expenses associated with Range; and inconsistencies between the two companies' standards, controls, procedures and policies. In addition, our business may be negatively impacted following the Range Merger if we are unable to effectively manage our expanded operations.
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The Range 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.
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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 Range's financial condition or results of operations due to general economic conditions would not give us the right to refuse to complete the Range Merger. In such a case, our business and financial results after the Range Merger may be negatively affected.
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We will be subject to business uncertainties while the Range Merger is pending, which could adversely affect our business, and the Range Merger may disrupt our current plans or operation.
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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 Range Merger or they might decide to seek to terminate, change or renegotiate their relationships with us as a result of the Range Merger, which could negatively affect our revenues, earnings and cash flows, regardless of whether the Range Merger is completed.
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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 Range 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.
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The Merger Agreement limits our ability to pursue alternatives to the Range Merger.
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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 Range a termination fee equal to $ 1,148 million. 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.
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We are expected to incur significant transaction costs in connection with the acquisition of Range, which may be in excess of those anticipated by us.
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We have incurred and are expected to continue to incur a number of non-recurring costs associated with negotiating and completing the Range 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 Range Merger is completed, and could have an adverse effect on our financial condition and operating results following the completion of the transaction.
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We may be a target of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the Range Merger from being completed.
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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 Range 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.
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* Schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. EQT agrees to provide a copy of any omitted schedule or exhibit to the SEC or its staff upon request.
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Item 1A of the 10-Q filed Oct 28, 2026 against Item 1A of the 10-K filed Feb 18, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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Except as set forth below, 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.
The first 16 of 17 are shown (at most 12 of each type).
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