This Quarterly Report on Form 10-Q, including certain sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations, includes forward-looking statements concerning trends or events potentially affecting our business. Such forward-looking statements include, but are not limited to, statements regarding the proposed Merger between EQT and the Company, the expected closing of the Merger and the timing thereof and the pro forma combined company and its operations, strategies and plans, integration, debt levels and leverage ratio, capital expenditures, cash flows and anticipated uses thereof, synergies, opportunities and anticipated future performance, expected accretion to earnings and free cash flow and anticipated dividends. These statements typically contain words such as “anticipates,” “believes,” “expects,” “targets,” “plans,” “estimates,” “predicts,” “may,” “should,” “would” or similar words indicating that future outcomes are uncertain. In accordance with “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, which could cause future outcomes to differ materially from those set forth in the forward-looking statements. These important factors include, without limitation, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the possibility that shareholders of EQT may not approve the issuance of EQT shares required in the Merger; the possibility that the shareholders of Range may not adopt the Merger Agreement; the risk that EQT or Range may be unable to obtain governmental and regulatory approvals required for the Merger, or required governmental and regulatory approvals may delay the Merger or result in the imposition of conditions that could cause the parties to abandon the Merger; the risk that the parties may not be able to satisfy the conditions to the Merger in a timely manner or at all; risks related to disruption of management’s time from ongoing business operations due to the Merger; the risk that any announcements relating to the Merger could have adverse effects on the market price of EQT’s or Range’s common stock; the risk of any unexpected costs or expenses resulting from the Merger; the risk of any litigation relating to the Merger; the risk that the Merger and its announcement could have an adverse effect on the ability of EQT and Range to retain and hire key personnel, on the ability of EQT or Range to attract third-party customers and maintain their relationships with derivatives and joint venture counterparties and on EQT’s and Range’s operating results and businesses generally; the risk that problems may arise in successfully integrating the businesses of EQT and Range, which may result in the combined company not operating as effectively and efficiently as expected; the risk that the combined company may be unable to achieve synergies or other anticipated benefits of the Merger or it may take longer than expected to achieve those synergies or benefits and other important factors that could cause actual results to differ materially from those projected; the volatility in commodity prices for crude oil and natural gas; the effect of future regulatory or legislative actions on EQT and Range or the industry in which they operate, including the risk of new restrictions with respect to oil and natural gas development activities; the risk that the credit ratings of the combined business may be different from what EQT and Range expect; the ability of management to execute its plans to meet its goals and other risks inherent in EQT’s and Range’s businesses; public health crises and any related government policies and actions; the potential disruption or interruption of EQT’s or Range’s operations due to war, accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond EQT’s or Range’s control; and the combined company’s ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our current forecasts for our existing operations and do not include the potential impact of any future events, including the Merger. We undertake no obligation to publicly update or revise any forward-looking statements after the date
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Risk Factors
The Merger may not be completed and the Merger Agreement may be terminated in accordance with its terms. On October 25, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EQT Corporation (“EQT”) to combine via an all-stock merger transaction (the “Merger”). The Merger is subject to a number of conditions to the closing, as specified in the Merger Agreement. These closing conditions include, among others, (1) the receipt of the required approvals from our shareholders and EQT’s shareholders, (2) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (3) the effectiveness of the registration statement on Form S-4 to be filed by EQT in connection with the Merger, (4) the approval for listing on the New York Stock Exchange of the EQT common stock to be issued in the Merger and (5) the absence of any governmental order or law that makes consummation of the Merger illegal or otherwise prohibited. We can provide no assurance that the required shareholder approvals will be obtained or that the required conditions to the closing will be satisfied. These conditions to the completion of the Merger, some of which are beyond our control, may not be satisfied or waived in a timely manner or at all, and, accordingly, the Merger may be delayed or may not be completed at all. In addition, either we or EQT may terminate the Merger Agreement if the Merger has not been completed within 12 months after the date of the Merger Agreement, subject to automatic extension to 18 months if the only conditions that remain unsatisfied relate to antitrust clearance or a legal restraint on completion of the Merger. Any delay in completing the Merger could cause the combined business not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Merger is successfully completed within its expected time frame.
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We and EQT must obtain certain regulatory clearances to complete the Merger, which, if delayed, not granted or granted with unacceptable conditions, could prevent, substantially delay or impair the completion of the Merger, result in additional expenditures of money and resources or reduce the anticipated benefits of the Merger. At any time before or after the completion of the Merger, the U.S. Department of Justice or the Federal Trade Commission, or any state attorney general, could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including but not limited to seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Such conditions or changes and the process of obtaining regulatory clearances could have the effect of delaying or impeding the completion of the Merger or of imposing additional costs or limitations on us or EQT following the completion of the Merger, any of which might have an adverse effect on us or EQT following the completion of the Merger and may diminish the anticipated benefits of the Merger.
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The termination of the Merger Agreement could negatively impact our business. If the Merger is not completed for any reason, including as a result of a failure to obtain the required approvals from our shareholders or EQT’s shareholders, our ongoing business may be adversely affected and, without realizing any of the expected benefits of having completed the Merger, we would be subject to a number of risks, including the following:
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• we may experience negative reactions from the financial markets, including negative impacts on our stock price;
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• we may experience negative reactions from our customers, suppliers, vendors, landlords, joint venture participants and other third parties with whom we do business, as well as our employees;
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• we will be required, in certain terminations, to pay EQT a termination fee of $423 million;
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• we will be required to pay our costs relating to the Merger, including financial advisory, legal and accounting fees and expenses, regardless of whether the Merger is completed; and
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• we may be subject to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement.
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Our business relationships may be subject to disruption and uncertainty associated with the Merger, which could have a material adverse effect on our business, financial condition, cash flows and results of operations pending and following the Merger. Regardless of whether the Merger is completed, the announcement and pendency of the Merger could cause disruptions to our business and financial results, including as follows:
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• our current and prospective employees may experience uncertainty about their future roles with the combined business or the operations of the combined business following the Merger, which might adversely affect our ability to retain key management and other personnel;
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• uncertainty regarding the completion of the Merger may cause parties with which we do business, including customers, suppliers, vendors, landlords, joint venture participants and other third parties, to delay or defer certain business decisions or to decide to seek to terminate, change or renegotiate their relationships with us; and
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• the Merger Agreement may restrict us from pursuing attractive business opportunities or strategic transactions that may arise prior to completion of the Merger.
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These disruptions could have a material and adverse effect on our business, financial condition, cash flows and results of operations, regardless of whether the Merger is completed, as well as a material and adverse effect on the combined company’s ability to realize the expected cost savings and other benefits of the Merger. The risk, and adverse effects, of any disruption could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement. In addition, we are dependent on the experience and industry knowledge of our officers and other key management, technical and professional personnel to execute our business plans, and the loss of key personnel could diminish the anticipated benefits of the Merger.
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In addition, we have and will continue to divert significant management resources in an effort to complete the Merger. If the Merger is not completed, we will have incurred significant costs, including the diversion of management resources, for which we will have received little or no benefit.
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Because the market price of EQT common stock has fluctuated and will continue to fluctuate, our shareholders cannot be sure of the value of the consideration they will receive in the Merger, if completed. If the Merger is completed, each eligible share of our common stock outstanding immediately prior to the Merger will automatically be converted into the right to receive 0.987 shares of EQT common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either EQT common stock or our common stock. The value of the EQT common stock will depend on the market price at the time the Merger is completed. Prior to completion of the Merger, the market price of EQT common stock is also expected to impact the market price of our common stock. The value of EQT common stock has fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate. Accordingly, our shareholders will not know or be able to determine the market value of the merger consideration that they would receive upon completion of the Merger. Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in EQT’s and our respective businesses, operations and prospects, market assessments of the likelihood that the Merger will be completed and the timing of the Merger and regulatory considerations. Many of these factors are beyond EQT’s and our control.
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The market price for EQT common stock following the completion of the Merger may be affected by factors different from those that historically have affected or currently affect EQT common stock and our common stock. Upon completion of the Merger, our shareholders who receive EQT common stock will own interests in a combined company operating an expanded business with more assets and a different mix of liabilities. EQT’s financial position may differ from its financial position before the completion of the Merger, and the results of operations of the combined company may be affected by factors that are different from those currently affecting the results of operations of EQT and those currently affecting our results of operations. Accordingly, the market price and performance of EQT common stock is likely to be different from the performance of our common stock or EQT common stock in the absence of the Merger.
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Our current shareholders will have reduced ownership and voting interest in the combined company and will exercise less influence over the combined company’s management. Based on the exchange ratio, the number of outstanding shares of our common stock and the number of outstanding shares of EQT common stock as of October 23, 2026, it is expected that immediately following the completion of the Merger, our shareholders would own approximately 27% of the issued and outstanding shares of the combined company on a fully diluted basis. As a result, our current shareholders will have less influence on the policies of the combined company than they currently have on our policies.
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The Merger Agreement subjects us to restrictions on our business activities prior to the effective time of the Merger, limits our ability to pursue alternatives to the Merger and may discourage other companies from making a favorable alternative transaction proposal. The Merger Agreement restricts us from entering into certain corporate transactions and taking other specified actions without the consent of EQT, and generally requires us to continue our operations in the ordinary course, until completion of the Merger. These
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restrictions could be in place for an extended period of time if completion of the Merger is delayed and could prevent us from pursuing attractive business opportunities that may arise prior to the completion of the Merger.
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The Merger Agreement also contains provisions that may discourage a third party from submitting a competing proposal that might result in greater value to our shareholders than the Merger, or may result in a potential competing acquirer of Range proposing to pay a lower per share price to acquire us than it might otherwise have proposed to pay. These provisions include a general prohibition on us from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by our Board of Directors, entering into discussions with any third party regarding any competing proposal or offer for a competing transaction, as well as the termination fee of $423 million that may become payable by us to EQT in certain circumstances. Further, even if our Board of Directors withholds, withdraws, qualifies or modifies its recommendation with respect to the Merger-related proposals to be voted on by our shareholders, unless the Merger Agreement has been terminated in accordance with its terms, we will still be required to submit such proposals to a vote of our shareholders.
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The Merger may be completed even though material adverse changes subsequent to the announcement of the Merger, such as industry-wide changes or other events, may occur. In general, either party to the Merger can refuse to complete the transaction if there is a material adverse change affecting the other party. However, some types of changes do not permit either party 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 our financial condition or results of operations due to a decrease in commodity prices, changes in our industry generally or changes in general economic conditions would not give EQT the right to refuse to complete the transaction. In addition, the parties have the ability, but are under no obligation, to waive any material adverse change that results in the failure of a closing condition and instead proceed with completing the transaction. If adverse changes occur and the Merger is nonetheless completed, the share price, business and financial results of the combined company may suffer.
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The failure to integrate the businesses and operations of EQT and Range successfully in the expected time frame may adversely affect the combined company’s future results. The Merger involves the combination of two companies which currently operate, and until the completion of the Merger will continue to operate, as independent public companies. We can provide no assurances that our business and EQT’s business can be integrated successfully. It is possible that the integration process could result in the loss of key Range employees or key EQT employees, the loss of customers, service providers, vendors or other business counterparties, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, potential unknown liabilities and unforeseen expenses or delays associated with and following completion of the Merger or higher-than-expected integration costs and an overall post-completion integration process that takes longer than originally anticipated.
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The combined business may fail to realize all of the anticipated benefits of the Merger. The success of the Merger will depend, in part, on the combined company’s ability to realize the anticipated benefits and cost savings from combining our business with EQT’s business and operational synergies. The anticipated benefits and cost savings of the Merger may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that we do not currently foresee. Some of the assumptions that have been made, such as the achievement of the anticipated benefits related to the combination of our assets and operations and the expected size, scale, inventory, cash flow generation and financial strength of the combined business, may not be realized. The integration process may result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. In addition, there could be potential unknown liabilities and unforeseen expenses associated with the Merger that could adversely impact the combined business.
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Our directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of our shareholders generally. In considering the recommendation of our Board of Directors that our shareholders vote in favor of the adoption of the Merger Agreement, our shareholders should be aware of the fact that, aside from their interests as our shareholders, certain of our directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of our shareholders generally. These interests include, among others:
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• rights to continuing indemnification and directors’ and officers’ liability insurance;
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• the accelerated vesting and settlement in shares of EQT common stock of certain outstanding equity awards that, by their terms, vest upon a change in control, and the conversion of other outstanding equity awards into corresponding awards in respect of EQT common stock;
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• eligibility for severance payments and benefits under our change in control severance plans in the event of certain qualifying terminations of employment in connection with or following the completion of the Merger; and
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• Dennis L. Degner, our Chief Executive Officer and President, and one other individual selected by us are expected to be appointed to the EQT Board of Directors upon completion of the Merger.
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Our Board of Directors was aware of and considered these potential interests, among other matters, in evaluating and negotiating the Merger Agreement and the transactions contemplated therein, in approving the Merger Agreement and in recommending that our shareholders vote in favor of the adoption of the Merger Agreement.
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Potential litigation against us or EQT could result in substantial costs, an injunction preventing the completion of the Merger and/or a judgment resulting in the payment of damages. Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a lawsuit is unsuccessful, defending against these claims can result in substantial costs.
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Shareholders may file lawsuits against EQT, us and/or the directors and officers of either company in connection with the Merger. These lawsuits could prevent or delay the completion of the Merger and result in significant costs to us or EQT, including any costs associated with the indemnification of directors and officers. One of the conditions to the completion of the Merger is the absence of any injunction or law that prohibits or makes illegal the completion of the Merger; consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, that injunction may delay or prevent the Merger from being completed within the expected time frame or at all. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.
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We will incur significant transaction and Merger-related costs in connection with the Merger. We expect to incur a number of non-recurring costs associated with the Merger. The significant, non-recurring costs associated with the Merger include, among others, fees and expenses of financial advisors and other advisors and representatives and certain employment-related costs relating to our employees. Some of these costs have already been incurred or may be incurred regardless of whether the Merger is completed.
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