Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Conversion of Certain Convertible Notes
In March 2022, we received notices from holders of the Convertible Notes (defined and described in Note 6 to the Condensed Consolidated Financial Statements) requesting the conversion of the aggregate principal of Convertible Notes stated in the table below (the Converted Notes). We settled the conversion of the Converted Notes by issuing to the converting holders of the Converted Notes shares of EQT common stock. Such shares were issued in transactions exempt from registration under the Securities Act of 1933, as amended, by virtue of Section 3(a)(9) thereof, because no commission or other remuneration was paid in connection with conversion of the Converted Notes.
Settlement Date Principal Converted Shares Issued Fair Market Value
(Thousands) (Thousands)
March 31, 2022 $ 8 536 $ 18
April 4, 2022 26 1,742 63
Repurchases of Equity Securities
The following table sets forth our repurchases of equity securities registered under Section 12 of the Exchange Act that have occurred during the three months ended March 31, 2022.
Total number of shares purchased (a) Average price paid
per share (b) Total number of shares purchased as part of
publicly announced plans or programs (c) Approximate dollar value of shares that may
yet be purchased under the plans or programs (c)
January 1, 2022 – January 31, 2022 1,119,691 $ 20.88 1,118,569 $ 947,284,444
February 1, 2022 – February 28, 2022 3,772,657 22.41 3,772,657 862,731,746
March 1, 2022 – March 31, 2022 3,641,659 25.25 3,641,659 770,784,573
Total 8,534,007 8,532,885
(a) In January 2022, we withheld 1,122 shares at an average price paid per share of $21.81 to pay taxes upon vesting of restricted stock. There were no shares withheld to pay taxes upon vesting of restricted stock in February and March 2022.
(b) Excludes any fees, commissions or other expenses associated with the share repurchases.
(c) On December 13, 2021, we announced that our Board of Directors approved a share repurchase program to repurchase shares of our outstanding common stock for an aggregate purchase price of up to $1 billion, excluding fees, commissions and expenses. Pursuant to the share repurchase authority, we may repurchase shares from time to time in the open market or in privately negotiated transactions. The share repurchase authority does not obligate us to acquire any specific number of shares, was effective immediately and is valid through December 31, 2023. As of March 31, 2022, we had purchased shares for an aggregate purchase price of $229.2 million, excluding fees, commissions and expenses, under this authorization since its inception. The total number of shares purchased and the approximate dollar value of shares that may yet be purchased under our repurchase authority reported in this table reflect shares purchased in each month based on the trade date; however, certain purchases may not have settled until the following month.
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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.
3.02
Amended and Restated Bylaws of EQT Corporation (as amended through May 1, 2020). Incorporated herein by reference to Exhibit 3.4 to Form 8-K (#001-3551) filed on May 4, 2020.
10.01*
Letter Agreement (Ealy North – February 2022), dated February 4, 2022, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering Opco, LLC, amending that certain Gas Gathering and Compression Agreement, dated February 26, 2020, as amended and restated.
Filed herewith as Exhibit 10.01.
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.
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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.
*Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) and/or Item 601(b)(10)(iv), as applicable, of Regulation S-K. EQT Corporation agrees to furnish an unredacted, supplemental copy (including any omitted schedule or attachment) to the SEC upon request. Redactions and omissions are designated with brackets containing asterisks.
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SIGNATURE
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/ David M. Khani
David M. Khani
Chief Financial Officer
Date: April 28, 2022
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.