What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2023-04-27 compared with 2022-10-27 · 36 added, 29 removed, 33 unchanged (66% of the section changed)

1 unchanged sentence

Conversion of Certain Convertible Notes .

In September 2022, we received notices from holders of the Convertible Notes 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.

During the first quarter of 2023, we settled conversion notices submitted by holders of Convertible Notes (defined and described in Note 6 to the Condensed Consolidated Financial Statements) requesting the conversion of the aggregate principal of certain Convertible Notes (the Converted Notes) by issuing to such converting holders shares of EQT Corporation common stock as stated in the below table.

Such shares were issued in transactions exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration was paid in connection with conversion of the Converted Notes.

1 unchanged sentence

(Thousands) (Thousands)

October 3, 2022 $ 1 67 $ 3

October 4, 2022 9 607 24

January 4, 2023 $ 7 473 $ 16

February 15, 2023 8 541 17

March 3, 2023 1 68 2

March 10, 2023 2 136 4

March 20, 2023 1 68 2

March 23, 2023 2 136 4

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 September 30, 2022.

The following table sets forth our repurchases of equity securities registered under Section 12 of the Exchange Act that occurred during the three months ended March 31, 2023.

Total number of shares purchased 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)

July 1, 2022 – July 31, 2022 — $ — — $ 770,784,573

August 1, 2022 – August 31, 2022 (a) 66,718 41.34 — 770,784,573

September 1, 2022 – September 30, 2022 1,768,356 42.41 1,768,356 1,695,784,616

per share (a) Total number of shares purchased as part of

publicly announced plans or programs (b) Approximate dollar value of shares that may

yet be purchased under the plans or programs (b)

January 1, 2023 – January 31, 2023 5,906,159 $ 33.86 5,906,159 $ 1,377,882,867

February 1, 2023 – February 28, 2023 — — — 1,377,882,867

March 1, 2023 – March 31, 2023 — — — 1,377,882,867

Total 5,906,159 5,906,159

(a) In August 2022, we withheld 66,718 shares to pay taxes upon vesting of restricted stock.

There were no shares withheld to pay taxes upon vesting of restricted stock in July and September 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 authorizing us to repurchase shares of our outstanding common stock for an aggregate purchase price of up to $1 billion, excluding fees, commissions and expenses.

On September 6, 2022, we announced that our Board of Directors approved a $1 billion increase to the share repurchase program announced on December 13, 2021, pursuant to which approval we are authorized to repurchase shares of our outstanding common stock for an aggregate purchase price of up to $2 billion, excluding fees, commissions and expenses.

(a) Excludes any fees, commissions or other expenses associated with the share repurchases.

(b) On December 13, 2021, we announced that our Board of Directors approved a share repurchase program (the Share Repurchase Program) authorizing us to repurchase shares of our outstanding common stock for an aggregate purchase price of up to $1 billion, excluding fees, commissions and expenses.

On September 6, 2022, we announced that our Board of Directors approved a $1 billion increase to the Share Repurchase Program, pursuant to which approval we are authorized to repurchase shares of our outstanding common stock for an aggregate purchase price of up to $2 billion, excluding fees, commissions and expenses.

Repurchases under the Share Repurchase Program may be made from time to time in amounts and at prices we deem appropriate and will be subject to a variety of factors, including the market price of our common stock, general market and economic conditions, applicable legal requirements and other considerations.

The share repurchase program expires December 31, 2023 but may be suspended, modified or discontinued at any time without prior notice.

As of September 30, 2022, we had purchased shares under this authorization for an aggregate purchase price of $304.2 million, excluding fees, commissions and expenses.

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;

The Share Repurchase Program was originally scheduled to expire on December 31, 2023;

however, on April 26, 2023, we announced that our Board of Directors approved a one-year extension of the Share Repurchase Program.

As a result of such extension, the Share Repurchase Program will expire on December 31, 2024, but it may be suspended, modified or discontinued at any time without prior notice.

As of March 31, 2023, we had purchased shares for an aggregate purchase price of $622.1 million, excluding fees, commissions and expenses, under the Share Repurchase Program since its inception.

The total number of shares purchased and the approximate dollar value of shares that may yet be purchased under the Share Repurchase Program 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.

Description Method of Filing

Purchase Agreement, dated September 6, 2022, among THQ Appalachia I, LLC, THQ-XcL Holdings I, LLC, the subsidiaries of the foregoing entities named on the signature pages thereto, EQT Production Company and EQT Corporation.

Incorporated herein by reference to Exhibit 2.1 to Form 8-K (#001-3551) filed on September 7, 2022.

Restated Articles of Incorporation of EQT Corporation (as amended through November 13, 2017).

6 unchanged sentences

Incorporated herein by reference to Exhibit 3.4 to Form 8-K (#001-3551) filed on May 4, 2020.

Fourteenth Supplemental Indenture, dated October 4, 2022, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which the 5.678% Senior Notes due 2025 were issued.

Incorporated by reference to Exhibit 4.3 to Form 8-K (#001-3551) filed on October 4, 2022.

Fifteenth Supplemental Indenture, dated October 4, 2022, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which the 5.700% Senior Notes due 2028 were issued.

Incorporated by reference to Exhibit 4.5 to Form 8-K (#001-3551) filed on October 4, 2022.

Letter Agreement (Whipkey Interim Flow), dated September 19, 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.

Filed herewith as Exhibit 10.01.

Transition Agreement and General Release, dated February 11, 2023, between EQT Corporation and David M.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on February 13, 2023.

Letter Agreement (Construction and Development), dated January 23, 2023, 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.

Incorporated herein by reference to Exhibit 10.03(r)** to Form 10-K (#001-3551) for the year ended December 31, 2022.

Fourth Amendment to Gas Gathering and Compression Agreement, dated January 23, 2023 and made effective December 31, 2022, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering OpCo, LLC.

Incorporated herein by reference to Exhibit 10.03(s)** to Form 10-K (#001-3551) for the year ended December 31, 2022.

Letter Agreement (Franklin Denny Gas), dated January 27, 2023, 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.

Incorporated herein by reference to Exhibit 10.03(t)** to Form 10-K (#001-3551) for the year ended December 31, 2022.

Second Amendment to Credit Agreement, dated April 25, 2023, among EQT Corporation, PNC Bank, National Association, as administrative agent, and the other lenders party thereto.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on April 26, 2023.

Rule 13(a)-14(a) Certification of Principal Executive Officer.

8 unchanged sentences

Formatted as Inline XBRL and contained in Exhibit 101.

*Management contract or compensatory arrangement.

**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.

EQT Corporation agrees to furnish an unredacted, supplemental copy (including any omitted schedule or attachment) to the Securities Exchange Commission upon request.

Redactions and omissions are designated with brackets containing asterisks.

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.

1 unchanged sentence

Chief Financial Officer

October 27, 2022

April 27, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities