Range Resources to Be Acquired by EQT in All-Stock Deal

What happened

Range Resources Corporation, an independent natural gas and crude oil producer headquartered in Fort Worth, Texas, agreed on October 25, 2026 to be acquired by EQT Corporation in an all-stock merger, according to a Form 8-K filed with the SEC the next day.

Under the merger agreement, each outstanding share of Range common stock will convert into the right to receive 0.987 shares of EQT common stock, with cash paid in lieu of fractional shares. After the closing, Range stockholders are expected to own about 27% of the combined company and EQT stockholders about 73%, on a fully diluted basis.

Range's stock closed at $53.31 on October 26, up 17.11% from the prior close of $45.52, according to the price data. Volume was 16.9 million shares, about 6.7 times the average of 2.5 million.

The boards of both companies unanimously approved the deal. EQT agreed to expand its board to 12 members and to appoint Dennis L. Degner and one other Range designee at the effective time.

What has to happen before it closes

The merger requires approval by holders of a majority of Range's outstanding voting power, at a special Range stockholder meeting. EQT shareholders must separately approve the issuance of EQT shares to Range holders at a special EQT meeting. The new EQT shares must also be approved for listing on the NYSE.

The deal also requires expiration or termination of the waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, effectiveness of an EQT registration statement on Form S-4 covering the shares, and no injunction or law blocking the transaction.

Either party can terminate if the merger has not closed by October 25, 2027, a date that extends automatically to April 25, 2028 if all conditions other than antitrust clearance and the absence of a blocking legal order have been met. If the agreement is terminated under specified circumstances, Range would owe EQT a $423 million termination fee and EQT would owe Range $1,148 million.

What this means

This Form 8-K was also labeled a Form 425, which is the SEC form used for written communications about a proposed business combination. Rule 425 under the Securities Act requires companies involved in a merger to file their merger-related communications so investors see the same material at roughly the same time. The filing itself attaches the merger agreement as Exhibit 2.1 and a joint press release as Exhibit 99.1.

The exchange ratio of 0.987 is the key number for Range holders: it is the number of EQT shares each Range share will be exchanged for. Because the consideration is stock rather than cash, the value a Range holder ultimately receives depends on where EQT's share price is when the deal closes, not on the $53.31 price Range traded at on October 26.

Range and EQT are both natural gas producers, and the agreement includes a covenant to use reasonable best efforts to complete the deal, including divestitures or other remedies if antitrust regulators require them. That language reflects the fact that combining two producers in the same industry generally draws a Hart-Scott-Rodino review.

The merger agreement also bars both companies from soliciting competing bids, subject to an exception allowing their boards to consider unsolicited written proposals that could be a superior offer, with notice to the other party. The termination fees set the price of walking away under the specified circumstances.

The filing does not state why the two companies agreed to combine beyond the terms of the agreement itself. Range and EQT said they issued a joint press release announcing the deal, but that release was not included in the text provided.