EQT Corp (Form: 8-K, Received: 05/11/2023 16:33:45)

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): May 11, 2023 (May 10, 2023)

EQT CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania		001-3551		25-0464690
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222

(Address of principal executive offices, including zip code)

(412) 553-5700

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

¨ 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:

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 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. ¨

Item 1.01. Entry into a Material Definitive Agreement.

As previously announced, on May 3, 2023, EQT Corporation (“EQT”) commenced a solicitation of consents (the “Consent Solicitation”) from holders of its outstanding 5.700% Senior Notes due 2028 (the “Notes”) to amend the Indenture (as defined below) to extend the Outside Date (as defined below) for the special mandatory redemption provision from June 30, 2023 to December 29, 2023 (the “Proposed Amendment”).

The Notes were issued in October 2022, pursuant to an Indenture, dated as of March 18, 2008 (the “Base Indenture”), as supplemented by a Second Supplemental Indenture, dated as of June 30, 2008 (the “Second Supplemental Indenture”), and as further supplemented by a Fifteenth Supplemental Indenture, dated as of October 4, 2022 (the “Fifteenth Supplemental Indenture” and, together with the Base Indenture and the Second Supplemental Indenture, the “Indenture”), in each case between EQT (or its predecessor) and The Bank of New York Mellon, as trustee (the “Trustee”), to partially fund the cash consideration for the pending acquisition (the “Acquisition”) by EQT and EQT Production Company (the “Buyer”) of THQ Appalachia I Midco, LLC and THQ-XcL Holdings I Midco, LLC from THQ Appalachia I, LLC (the “Upstream Seller”) and THQ-XcL Holdings I, LLC (the “Midstream Seller” and, together with the Upstream Seller, the “Sellers”). Under the Indenture, prior to giving effect to the Proposed Amendment, EQT would have been required to redeem the outstanding Notes at a redemption price equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date of such mandatory redemption if (i) the Acquisition is not consummated on or before June 30, 2023 (the “Outside Date”) or (ii) EQT notifies the Trustee that it will not pursue the consummation of the Acquisition. Under the Indenture, the adoption of the Proposed Amendment requires the consent of holders of a majority of the aggregate principal amount of the Notes (the “Requisite Consents”).

On May 10, 2023, following the receipt of the Requisite Consents in the Consent Solicitation, which expired at 5:00 p.m., New York City time, on May 9, 2023 (the “Expiration Time”), EQT entered into a Sixteenth Supplemental Indenture, dated as of May 10, 2023 (the “Sixteenth Supplemental Indenture”), with the Trustee, which supplements the Indenture and extends the Outside Date for the special mandatory redemption provision applicable to the Notes to December 29, 2023. The extension of the Outside Date from June 30, 2023 to December 29, 2023 aligns such date with (i) the date on which the Buyer or the Sellers have the right to terminate the purchase agreement relating to the Acquisition and (ii) the termination date for lender commitments under EQT’s term loan credit agreement. The Sixteenth Supplemental Indenture became effective upon its execution on May 10, 2023, and the Proposed Amendment became operative upon the payment by EQT in full of the Initial Consent Fee (as defined below) on May 11, 2023.

The terms of the Consent Solicitation were set forth in the consent solicitation statement, dated May 3, 2023. On the terms and subject to the conditions set forth therein, EQT paid to the holders of outstanding Notes who delivered valid consents prior to the Expiration Time, and who did not validly revoke such consents, a cash payment of $7.50 per $1,000 principal amount of Notes (the “Initial Consent Fee”) for which consents have been so delivered (and not validly revoked) by such holder. In addition, each holder of Notes who delivered a valid consent prior to the Expiration Time (and received an Initial Consent Fee in respect of such consent) will also receive a cash payment of $3.75 per $1,000 principal amount of Notes (the “Additional Consent Fee”) for which such holder was paid an Initial Consent Fee if (and only if), as of 11:59 p.m., New York City time, on June 30, 2023, (i) the Acquisition has not yet been consummated and (ii) EQT has not become obligated under the special mandatory redemption provision of the Indenture (as amended by the Sixteenth Supplemental Indenture) to redeem the Notes (collectively, the “Additional Consent Fee Requirements”). There can be no assurance that the Additional Consent Fee Requirements will be satisfied and, as a result, there can be no assurance that any holder will receive any Additional Consent Fee.

The foregoing description of the Sixteenth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixteenth Supplemental Indenture, which is filed with this Current Report on Form 8-K as Exhibit 4.1 and incorporated into this Item 1.01 by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 above with respect to the Proposed Amendment and the Sixteenth Supplemental Indenture is hereby incorporated into this Item 3.03 by reference.

Item 8.01. Other Events.

On May 10, 2023, EQT issued a news release announcing the receipt of the Requisite Consents in the Consent Solicitation. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Sixteenth Supplemental Indenture, dated as of May 10, 2023, between EQT Corporation and The Bank of New York Mellon, as trustee.
99.1		News release dated May 10, 2023 issued by EQT Corporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	EQT CORPORATION

Date: May 11, 2023	By:	/s/ David M. Khani
	Name:	David M. Khani
	Title:	Chief Financial Officer

Exhibit 4.1

EQT CORPORATION

as Issuer

and

THE BANK OF NEW YORK MELLON,

as Trustee

_________________

SIXTEENTH SUPPLEMENTAL INDENTURE

Dated as of May 10, 2023

INDENTURE

Dated as of March 18, 2008

_________________

5.700% Senior Notes due 2028

TABLE OF CONTENTS

		Page

	ARTICLE 1.

	DEFINITIONS

Section 1.1	Definition of Terms	2

	ARTICLE 2.

	AMENDMENTS TO THE INDENTURE AND THE SENIOR NOTES
		2
Section 2.1	Amendment to the Indenture	2
Section 2.2	Related Amendments

	ARTICLE 3.

	EFFECTIVENESS

Section 3.1	Effective Date	2
Section 3.2	Operative Time	3

	ARTICLE 4.

	MISCELLANEOUS

Section 4.1	Ratification of Indenture	3
Section 4.2	Trustee Not Responsible for Recitals	3
Section 4.3	Governing Law	3
Section 4.4	Separability	3
Section 4.5	Counterparts	3

SIXTEENTH SUPPLEMENTAL INDENTURE, dated as of May 10, 2023 (this “Sixteenth Supplemental Indenture”), between EQT Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania, having its principal office at EQT Plaza, 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222 (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).

WHEREAS, the Company, as successor, and the Trustee executed and delivered the indenture, dated as of March 18, 2008 (the “Base Indenture”), which was supplemented by the Second Supplemental Indenture, dated as of June 30, 2008 (the “Second Supplemental Indenture”), and by the Fifteenth Supplemental Indenture, dated as of October 4, 2022 (the “Fifteenth Supplemental Indenture”), relating to the Company’s 5.700% Senior Notes due 2028 (the “Senior Notes”);

WHEREAS, the Base Indenture, as supplemented by the Second Supplemental Indenture and the Fifteenth Supplemental Indenture (the “Indenture”), governs the terms of the Senior Notes;

WHEREAS, Section 14.02 of the Base Indenture provides that, with the consent of the Holders of a majority in aggregate principal amount of the Senior Notes then Outstanding, the Company and the Trustee may amend or supplement the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any provision of the Indenture or of modifying in any manner the rights of the Holders of the Senior Notes, subject to certain exceptions not applicable to the amendment to the Indenture to be effected by this Sixteenth Supplemental Indenture (the “Proposed Amendment”);

WHEREAS, pursuant to the Company’s Consent Solicitation Statement, dated May 3, 2023 (the “Consent Solicitation Statement”), the Company has solicited (the “Consent Solicitation”), and received, consents from Holders of a majority in aggregate principal amount of the Outstanding Senior Notes (the “Requisite Consents”) to the Proposed Amendment, and the Holders who have delivered such Requisite Consents may no longer revoke such consents pursuant to the Consent Solicitation;

WHEREAS, the execution and delivery of this Sixteenth Supplemental Indenture has been duly authorized by the parties hereto, and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with; and

WHEREAS, the Company hereby requests that the Trustee join in the execution and delivery of this Sixteenth Supplemental Indenture, and the Company has delivered to the Trustee evidence of the receipt of the Requisite Consents to the Proposed Amendment provided for herein.

NOW THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1.

DEFINITIONS

Section 1.1         Definition of Terms. Unless the context otherwise requires:

(a)            each term defined in the Indenture has the same meaning when used in this Sixteenth Supplemental Indenture;

(b)            the singular includes the plural and vice versa;

(d)            a reference to a Section or Article is to a Section or Article of this Sixteenth Supplemental Indenture unless otherwise indicated.

ARTICLE 2.

AMENDMENTS TO THE INDENTURE AND THE SENIOR NOTES

Section 2.1         Amendment to the Indenture. The following text is hereby added in its entirety to the Indenture:

Special Mandatory Redemption. If (x) the consummation of the Tug Hill and XcL Midstream Acquisition (as defined in the form of Senior Notes included as Exhibit A to the Fifteenth Supplemental Indenture) does not occur on or before December 29, 2023 (the “Outside Date”) or (y) the Company notifies the Trustee that the Company will not pursue the consummation of the Tug Hill and XcL Midstream Acquisition (the earlier of the date of delivery of such notice described in clause (y) and the Outside Date, the “Special Mandatory Redemption Trigger Date”), the Company will be required to redeem the Senior Notes then Outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 101% of the principal amount of the Senior Notes to be redeemed plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”).

Section 2.2         Related Amendments. The provisions of the Senior Notes shall be deemed to be conformed to the Indenture as supplemented by this Sixteenth Supplemental Indenture and amended to the extent that the Senior Notes are inconsistent with the Indenture as amended by this Sixteenth Supplemental Indenture.

ARTICLE 3.

EFFECTIVENESS

Section 3.1         Effective Date. This Sixteenth Supplemental Indenture will become effective and binding on the Company, the Trustee and every Holder of the Senior Notes heretofore or hereafter authenticated and delivered under the Indenture immediately upon the execution of this Sixteenth Supplemental Indenture by the parties hereto, but the Proposed Amendment shall not become operative except as set forth in Section 3.2 below.

Section 3.2         Operative Time. The Proposed Amendment shall become operative upon the payment in full of the Initial Consent Fee (as defined in the Consent Solicitation Statement) to each of the Holders entitled to receive such payment pursuant to the Consent Solicitation Statement.

ARTICLE 4.

MISCELLANEOUS

Section 4.1         Ratification of Indenture. The Indenture, as supplemented by this Sixteenth Supplemental Indenture, is in all respects ratified and confirmed, and this Sixteenth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided; provided that the provisions of this Sixteenth Supplemental Indenture apply solely with respect to the Senior Notes.

Section 4.2         Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Sixteenth Supplemental Indenture.

Section 4.3         Governing Law. This Sixteenth Supplemental Indenture and each Senior Note shall be deemed to be contracts made under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law of said State.

Section 4.4         Separability. In case any provision in the Indenture, as supplemented by this Sixteenth Supplemental Indenture, or in the Senior Notes, after giving effect to this Sixteenth Supplemental Indenture, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 4.5         Counterparts.

(a) This Sixteenth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Sixteenth Supplemental Indenture and of signature pages by facsimile, electronic or PDF transmission shall constitute effective execution and delivery of this Sixteenth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Sixteenth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Sixteenth Supplemental Indenture or any document to be signed in connection with this Sixteenth Supplemental Indenture, including authentication of the Senior Notes, shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

(b) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Sixteenth Supplemental Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

IN WITNESS WHEREOF, the parties hereto have caused this Sixteenth Supplemental Indenture to be duly executed, all as of the day and year first above written.

EQT CORPORATION

By:	/s/ David M. Khani
	Name:	David M. Khani
	Title:	Chief Financial Officer

THE BANK OF NEW YORK MELLON,
as Trustee

By:	/s/ Francine Kincaid
	Name:	Francine Kincaid
	Title:	Vice President

[Signature Page to Sixteenth Supplemental Indenture]

Exhibit 99.1

EQT Announces Receipt of Requisite Consents in Consent Solicitation to
Extend Special Mandatory Redemption Outside Date for Senior Notes due 2028

PITTSBURGH, May 10, 2023 -- EQT Corporation (NYSE: EQT) (“EQT”) today announced that it has received the Requisite Consents (as defined below) in its previously announced consent solicitation to amend the indenture (the “Indenture”) governing its outstanding 5.700% Senior Notes due 2028 (the “Notes”) to extend the Outside Date (as defined below) for the special mandatory redemption provision from June 30, 2023 to December 29, 2023 (the “Consent Solicitation”), which ensures that the proceeds from the issuance of the Notes remain available through December 29, 2023 if the closing of EQT’s pending acquisition of THQ Appalachia I Midco, LLC and THQ-XcL Holdings I Midco, LLC (the “Acquisition”) occurs on or before such date.

As previously announced, upon the terms and subject to the conditions described in the consent solicitation statement dated May 3, 2023 (the “Consent Solicitation Statement”), EQT sought the consent of holders of a majority of the aggregate principal amount of the Notes (the “Requisite Consents”) to amend the Indenture to extend the Outside Date from June 30, 2023 to December 29, 2023 (the “Proposed Amendment”). Under the Indenture, prior to giving effect to the Proposed Amendment, EQT is required to redeem the outstanding Notes at a redemption price equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date of such mandatory redemption if (i) the Acquisition is not consummated on or before June 30, 2023 (the “Outside Date”) or (ii) EQT notifies the trustee of the Notes that it will not pursue the consummation of the Acquisition. The extension of the Outside Date to December 29, 2023 aligns such date with the date on which the purchase agreement relating to the Acquisition may be terminated by the parties thereto as well as the termination date for lender commitments under EQT’s term loan credit agreement.

The Consent Solicitation expired at 5:00 p.m., New York City time, on May 9, 2023 (the “Expiration Time”). Pursuant to the Consent Solicitation, EQT received the consents from holders of a majority of the aggregate principal amount of the Notes to the Proposed Amendment.

The initial consent fee for each $1,000 principal amount of Notes for which a valid consent was delivered prior to the Expiration Time, and not validly revoked, is a cash payment of $7.50 (the “Initial Consent Fee”). EQT will pay the Initial Consent Fee to the tabulation agent for distribution to holders of the Notes as of 5:00 p.m., New York City time, on May 2, 2023 (the “Record Date”) who delivered valid consents prior to the Expiration Time (and did not validly revoke such consents) on May 11, 2023.

In addition, each holder of Notes as of the Record Date who delivered a valid consent prior to the Expiration Time (and received an Initial Consent Fee in respect of such consent) will also receive a cash payment of $3.75 per $1,000 principal amount of Notes (the “Additional Consent Fee”) for which such holder was paid an Initial Consent Fee if (and only if), as of 11:59 p.m., New York City time, on June 30, 2023, (i) the Acquisition has not yet been consummated and (ii) EQT has not become obligated under the special mandatory redemption provision of the Indenture to redeem the Notes (collectively, the “Additional Consent Fee Requirements”). In the event the Additional Consent Fee Requirements are satisfied, the Additional Consent Fee will be paid to the applicable holders on July 5, 2023. There can be no assurance that the Additional Consent Fee Requirements will be satisfied and, as a result, there can be no assurance that any holder will receive any Additional Consent Fee.

As a result of the receipt of the Requisite Consents in the Consent Solicitation, on or about the date hereof, EQT will execute a supplemental indenture to the Indenture containing the Proposed Amendment (the “Supplemental Indenture”). The Supplemental Indenture will become effective upon execution thereof, and the Proposed Amendment will become operative upon the payment by EQT in full of the Initial Consent Fee.

This news release is for informational purposes only and does not amend the Consent Solicitation, which has expired and was made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement. Further, this news release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities.

J.P. Morgan Securities LLC acted as the Lead Solicitation Agent for the Consent Solicitation. Any persons with questions regarding the Consent Solicitation should contact J.P. Morgan Securities LLC by calling (866) 834-4666 (toll-free) or (212) 834-2064 (collect).

Investor Contact:

Cameron Horwitz

Managing Director, Investor Relations & Strategy

412.395.2555

cameron.horwitz@eqt.com

About EQT Corporation

EQT Corporation is a leading independent natural gas production company with operations focused in the cores of the Marcellus and Utica Shales in the Appalachian Basin. We are dedicated to responsibly developing our world-class asset base and being the operator of choice for our stakeholders. By leveraging a culture that prioritizes operational efficiency, technology and sustainability, we seek to continuously improve the way we produce environmentally responsible, reliable and low-cost energy. We have a longstanding commitment to the safety of our employees, contractors, and communities, and to the reduction of our overall environmental footprint. Our values are evident in the way we operate and in how we interact each day – trust, teamwork, heart, and evolution are at the center of all we do.

Cautionary Statements

This news release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, 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. Without limiting the generality of the foregoing, forward-looking statements contained in this news release specifically include statements regarding EQT's plans and expected timing with respect to the Consent Solicitation (including the payment of fees relating thereto) and the Supplemental Indenture.

The forward-looking statements included in this news release 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. EQT has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by EQT. While EQT considers 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 EQT’s 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; EQT’s ability to appropriately allocate capital and resources among its strategic opportunities; access to and cost of capital, including as a result of rising interest rates and other economic uncertainties; EQT’s hedging and other financial contracts; inherent hazards and risks normally incidental to drilling for, producing, transporting and storing natural gas, natural gas liquids and oil; 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 EQT's exploration and development plans, including as a result of inflationary pressures; risks associated with operating primarily in the Appalachian Basin and obtaining a substantial amount of EQT’s midstream services from Equitrans Midstream Corporation; the ability to obtain environmental and other permits and the timing thereof; government regulation or action, including regulations pertaining to methane and other greenhouse gas emissions; negative public perception of the fossil fuels industry; increased consumer demand for alternatives to natural gas; environmental and weather risks, including the possible impacts of climate change; and disruptions to EQT’s business due to acquisitions and other significant transactions, including the Acquisition. These and other risks and uncertainties are described under Item 1A, “Risk Factors,” and elsewhere in EQT's Annual Report on Form 10-K for the year ended December 31, 2022 and may be updated by Part II, Item 1A., "Risk Factors" in subsequent Quarterly Reports on Form 10-Q and other documents EQT subsequently files from time to time with the Securities and Exchange Commission. In addition, EQT may be subject to currently unforeseen risks that may have a materially adverse impact on it.

Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, EQT does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.