EQT Corp S-4, filed Jul 25, 2025

EQT Corp (EQT)

S-4 2025-07-25

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Added on October 17, 2026

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Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

	Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)			☐
	Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)			☐

Up to $495,925,000 of 7.500% Senior Notes due 2027 that have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Restricted 7.500% 2027 Notes”)	for a like principal amount of	7.500% Senior Notes due 2027 that have been registered under the Securities Act (the “Registered 7.500% 2027 Notes”)
Up to $344,921,000 of 6.500% Senior Notes due 2027 that have not been registered under the Securities Act (the “Restricted 6.500% 2027 Notes”)	for a like principal amount of	6.500% Senior Notes due 2027 that have been registered under the Securities Act (the “Registered 6.500% 2027 Notes”)
Up to $45,225,000 of 5.500% Senior Notes due 2028 that have not been registered under the Securities Act (the “Restricted 2028 Notes”)	for a like principal amount of	5.500% Senior Notes due 2028 that have been registered under the Securities Act (the “Registered 2028 Notes”)
Up to $734,583,000 of 4.50% Senior Notes due 2029 that have not been registered under the Securities Act (the “Restricted 4.50% 2029 Notes”)	for a like principal amount of	4.50% Senior Notes due 2029 that have been registered under the Securities Act(the “Registered 4.50% 2029 Notes”)
Up to $596,725,000 of 6.375% Senior Notes due 2029 that have not been registered under the Securities Act (the “Restricted 6.375% 2029 Notes”)	for a like principal amount of	6.375% Senior Notes due 2029 that have been registered under the Securities Act (the “Registered 6.375% 2029 Notes”)
Up to $494,086,000 of 7.500% Senior Notes due 2030 that have not been registered under the Securities Act (the “Restricted 2030 Notes”)	for a like principal amount of	7.500% Senior Notes due 2030 that have been registered under the Securities Act (the “Registered 2030 Notes”)
Up to $1,090,218,000 of 4.75% Senior Notes due 2031 that have not been registered under the Securities Act (the “Restricted 2031 Notes”)	for a like principal amount of	4.75% Senior Notes due 2031 that have been registered under the Securities Act (the “Registered 2031 Notes”)
Up to $67,196,000 of 6.500% Senior Notes due 2048 that have not been registered under the Securities Act (the “Restricted 2048 Notes”)	for a like principal amount of	6.500% Senior Notes due 2048 that have been registered under the Securities Act (the “Registered 2048 Notes”)

	Page
ABOUT THIS PROSPECTUS		ii
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		10
USE OF PROCEEDS		14
THE EXCHANGE OFFERS		15
DESCRIPTION OF NOTES		24
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		40
PLAN OF DISTRIBUTION		42
VALIDITY OF THE SECURITIES		43
EXPERTS		43
WHERE YOU CAN FIND MORE INFORMATION		43
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		44

Title	Interest Rate	Interest Payment Dates	Maturity Date
7.500% Senior Notes due 2027	7.500% per annum	June 1 and December 1	June 1, 2027
6.500% Senior Notes due 2027	6.500% per annum	January 1 and July 1	July 1, 2027
5.500% Senior Notes due 2028	5.500% per annum	January 15 and July 15	July 15, 2028
4.50% Senior Notes due 2029	4.50% per annum	January 15 and July 15	January 15, 2029
6.375% Senior Notes due 2029	6.375% per annum	April 1 and October 1	April 1, 2029
7.500% Senior Notes due 2030	7.500% per annum	June 1 and December 1	June 1, 2030
4.75% Senior Notes due 2031	4.75% per annum	January 15 and July 15	January 15, 2031
6.500% Senior Notes due 2048	6.500% per annum	January 15 and July 15	July 15, 2048

	Title			Last Interest Payment Date
	7.500% Senior Notes due 2027			June 1, 2025
	6.500% Senior Notes due 2027			July 1, 2025
	5.500% Senior Notes due 2028			July 15, 2025
	4.50% Senior Notes due 2029			July 15, 2025
	6.375% Senior Notes due 2029			n/a*
	7.500% Senior Notes due 2030			June 1, 2025
	4.75% Senior Notes due 2031			July 15, 2025
	6.500% Senior Notes due 2048			July 15, 2025

Year	Percentage
2026		103.188%
2027		101.594%
2028 and thereafter		100.000%

Up to $495,925,000 of 7.500% Senior Notes due 2027 that have not been registered under the Securities Act	for a like principal amount of	7.500% Senior Notes due 2027 that have been registered under the Securities Act
Up to $344,921,000 of 6.500% Senior Notes due 2027 that have not been registered under the Securities Act	for a like principal amount of	6.500% Senior Notes due 2027 that have been registered under the Securities Act
Up to $45,225,000 of 5.500% Senior Notes due 2028 that have not been registered under the Securities Act	for a like principal amount of	5.500% Senior Notes due 2028 that have been registered under the Securities Act
Up to $734,583,000 of 4.50% Senior Notes due 2029 that have not been registered under the Securities Act	for a like principal amount of	4.50% Senior Notes due 2029 that have been registered under the Securities Act
Up to $596,725,000 of 6.375% Senior Notes due 2029 that have not been registered under the Securities Act	for a like principal amount of	6.375% Senior Notes due 2029 that have been registered under the Securities Act
Up to $494,086,000 of 7.500% Senior Notes due 2030 that have not been registered under the Securities Act	for a like principal amount of	7.500% Senior Notes due 2030 that have been registered under the Securities Act
Up to $1,090,218,000 of 4.75% Senior Notes due 2031 that have not been registered under the Securities Act	for a like principal amount of	4.75% Senior Notes due 2031 that have been registered under the Securities Act
Up to $67,196,000 of 6.500% Senior Notes due 2048 that have not been registered under the Securities Act	for a like principal amount of	6.500% Senior Notes due 2048 that have been registered under the Securities Act

	Exhibit No.			Description
	3.1(a)			Restated Articles of Incorporation of EQT Corporation (amended through November 13, 2017) (incorporated herein by reference to Exhibit 3.1 to EQT Corporation’s Current Report on Form 8-K filed on November 14, 2017).
	3.1(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 EQT Corporation’s Current Report on Form 8-K filed on May 4, 2020).
	3.1(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 EQT Corporation’s Current Report on Form 8-K filed on July 23, 2020).
	3.1(d)			Articles of Amendment to the Restated Articles of Incorporation of EQT Corporation (effective July 18, 2024) (incorporated herein by reference to Exhibit 3.1 to EQT Corporation’s Current Report on Form 8-K filed on July 18, 2024).
	3.2			Amended and Restated Bylaws of EQT Corporation (amended through April 16, 2025) (incorporated herein by reference to Exhibit 3.1 to EQT Corporation’s Current Report on Form 8-K filed on April 17, 2025).
	4.1			Indenture, dated as of March 18, 2008, between EQT Corporation, as successor, and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to EQT Corporation’s Current Report on Form 8-K filed on March 18, 2008).
	4.2			Second Supplemental Indenture, dated as of June 30, 2008, between EQT Corporation and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.03(c) to EQT Corporation’s Current Report on Form 8-K filed on July 1, 2008).
	4.3			Eighteenth Supplemental Indenture, dated as of April 2, 2025, between EQT Corporation and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.3 to EQT Corporation’s Current Report on Form 8-K filed on April 3, 2025).
	4.4			Form of EQT Corporation’s 7.500% Senior Notes due 2027 (included in Exhibit 4.3 hereto).
	4.5			Nineteenth Supplemental Indenture, dated as of April 2, 2025, between EQT Corporation and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.5 to EQT Corporation’s Current Report on Form 8-K filed on April 3, 2025).
	4.6			Form of EQT Corporation’s 6.500% Senior Notes due 2027 (included in Exhibit 4.5).
	4.7			Twentieth Supplemental Indenture, dated as of April 2, 2025, between EQT Corporation and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.7 to EQT Corporation’s Current Report on Form 8-K filed on April 3, 2025).

	Exhibit No.			Description
	4.8			Form of EQT Corporation’s 5.500% Senior Notes due 2028 (included in Exhibit 4.7).
	4.9			Twenty-First Supplemental Indenture, dated as of April 2, 2025, between EQT Corporation and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.9 to EQT Corporation’s Current Report on Form 8-K filed on April 3, 2025).
	4.10			Form of EQT Corporation’s 4.50% Senior Notes due 2029 (included in Exhibit 4.9).
	4.11			Twenty-Second Supplemental Indenture, dated as of April 2, 2025, between EQT Corporation and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.11 to EQT Corporation’s Current Report on Form 8-K filed on April 3, 2025).
	4.12			Form of EQT Corporation’s 6.375% Senior Notes due 2029 (included in Exhibit 4.11).
	4.13			Twenty-Third Supplemental Indenture, dated as of April 2, 2025, between EQT Corporation and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.13 to EQT Corporation’s Current Report on Form 8-K filed on April 3, 2025).
	4.14			Form of EQT Corporation’s 7.500% Senior Notes due 2030 (included in Exhibit 4.13).
	4.15			Twenty-Fourth Supplemental Indenture, dated as of April 2, 2025, between EQT Corporation and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.15 to EQT Corporation’s Current Report on Form 8-K filed on April 3, 2025).
	4.16			Form of EQT Corporation’s 4.75% Senior Notes due 2031 (included in Exhibit 4.15).
	4.17			Twenty-Fifth Supplemental Indenture, dated as of April 2, 2025, between EQT Corporation and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.17 to EQT Corporation’s Current Report on Form 8-K filed on April 3, 2025).
	4.18			Form of EQT Corporation’s 6.500% Senior Notes due 2048 (included in Exhibit 4.17).
	4.19			Registration Rights Agreement, dated April 2, 2025, by and among EQT Corporation, TD Securities (USA) LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc. and Truist Securities, Inc. (incorporated by reference to Exhibit 4.19 to EQT Corporation’s Current Report on Form 8-K filed on April 3, 2025)
	5.1			Opinion of Kirkland & Ellis LLP.
	5.2			Opinion of Morgan, Lewis & Bockius LLP.
	23.1			Consent of Ernst & Young LLP (independent registered public accounting firm of EQT Corporation).
	23.2			Consent of Ernst & Young LLP (independent registered public accounting firm of Equitrans Midstream Corporation).
	23.3			Consent of Ernst & Young LLP (independent auditors of Mountain Valley Pipeline, LLC — Series A).
	23.4			Consent of Netherland, Sewell & Associates, Inc.
	23.5			Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
	23.6			Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.2).
	24.1			Power of Attorney (included on signature page of this registration statement).
	25.1			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Indenture, dated as of March 18, 2008.
	99.1			Form of Letter of Transmittal.
	107			Filing Fee Table.

Signature	Title	Date
/s/ Toby Z. Rice Toby Z. Rice	President, Chief Executive Officer and Director (Principal Executive Officer)	July 25, 2025
/s/ Jeremy T. Knop Jeremy T. Knop	Chief Financial Officer (Principal Financial Officer)	July 25, 2025
/s/ Todd M. James Todd M James	Chief Accounting Officer (Principal Accounting Officer)	July 25, 2025
/s/ Thomas F. Karam Thomas F. Karam	Chair of the Board	July 25, 2025
/s/ Vicky A. Bailey Vicky A. Bailey	Director	July 25, 2025
/s/ Lee M. Canaan Lee M. Canaan	Director	July 25, 2025
/s/ Frank C. Hu Frank C. Hu	Director	July 25, 2025
/s/ Kathryn J. Jackson Kathryn J. Jackson	Director	July 25, 2025

	Morgan, Lewis & Bockius llp

	One Oxford Centre
	Thirty-Second Floor
	Pittsburgh, PA 15219-6401	+1.412.560.3300
	United States	+1.412.560.7001

Aggregate Principal Amount		Title of Series of Outstanding Restricted Notes
$	495,925,000	7.500% Senior Notes due 2027
$	344,921,000	6.500% Senior Notes due 2027
$	45,225,000	5.500% Senior Notes due 2028
$	734,583,000	4.50% Senior Notes due 2029
$	596,725,000	6.375% Senior Notes due 2029
$	494,086,000	7.500% Senior Notes due 2030
$	1,090,218,000	4.75% Senior Notes due 2031
$	67,196,000	6.500% Senior Notes due 2048

Supplemental Indenture	Title of Series of Registered Notes
Eighteenth Supplemental Indenture, dated as of April 2, 2025, between the Company (or its predecessor) and The Bank of New York Mellon	7.500% Senior Notes due 2027
Nineteenth Supplemental Indenture, dated as of April 2, 2025, between the Company (or its predecessor) and The Bank of New York Mellon	6.500% Senior Notes due 2027
Twentieth Supplemental Indenture, dated as of April 2, 2025, between the Company (or its predecessor) and The Bank of New York Mellon	5.500% Senior Notes due 2028
Twenty-First Supplemental Indenture, dated as of April 2, 2025, between the Company (or its predecessor) and The Bank of New York Mellon	4.50% Senior Notes due 2029
Twenty-Second Supplemental Indenture, dated as of April 2, 2025, between the Company (or its predecessor) and The Bank of New York Mellon	6.375% Senior Notes due 2029
Twenty-Third Supplemental Indenture, dated as of April 2, 2025, between the Company (or its predecessor) and The Bank of New York Mellon	7.500% Senior Notes due 2030
Twenty-Fourth Supplemental Indenture, dated as of April 2, 2025, between the Company (or its predecessor) and The Bank of New York Mellon	4.75% Senior Notes due 2031
Twenty-Fifth Supplemental Indenture, dated as of April 2, 2025, between the Company (or its predecessor) and The Bank of New York Mellon	6.500% Senior Notes due 2048

	NETHERLAND, SEWELL & ASSOCIATES, INC.

	By:	/s/ Richard B. Talley, Jr., P.E.
		Richard B. Talley, Jr., P.E.
		Chairman and Chief Executive Officer

New York (Jurisdiction of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
240 Greenwich Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

Pennsylvania (State or other jurisdiction of incorporation or organization)	25-0464690 (I.R.S. employer identification no.)
625 Liberty Avenue, Suite 1700 Pittsburgh, Pennsylvania (Address of principal executive offices)	15222 (Zip code)

	Name		Address
	Superintendent of the Department of Financial Services of the State of New York		One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223

	Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045

	Federal Deposit Insurance Corporation		550 17^th Street, NW Washington, D.C. 20429

	The Clearing House Association L.L.C.		100 Broad Street New York, N.Y. 10004

THE BANK OF NEW YORK MELLON

By:	/s/ Stacey B. Poindexter
	Name:	Stacey B. Poindexter
	Title:	Vice President

	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,927,000
Interest-bearing balances		110,444,000
Securities:
Held-to-maturity securities		48,493,000
Available-for-sale debt securities		96,644,000
Equity securities with readily determinable fair values not held for trading		0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		23,768,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		35,999,000
LESS: Allowance for credit losses on loans and leases		272,000
Loans and leases held for investment, net of allowance		35,727,000
Trading assets		6,238,000
Premises and fixed assets (including right-of-use assets)		2,907,000
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		1,986,000
Direct and indirect investments in real estate ventures		0
Intangible assets		7,338,000
Other assets		18,790,000
Total assets		356,262,000

LIABILITIES
Deposits:
In domestic offices			202,806,000
Noninterest-bearing			54,490,000
Interest-bearing			148,316,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			107,974,000
Noninterest-bearing			3,891,000
Interest-bearing			104,083,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			2,958,000
Trading liabilities			1,927,000
Other borrowed money:
(includes mortgage indebtedness)			3,881,000
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			7,044,000
Total liabilities			326,590,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			12,669,000
Retained earnings			18,503,000
Accumulated other comprehensive income			-2,635,000
Other equity capital components			0
Total bank equity capital			29,672,000
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			29,672,000
Total liabilities and equity capital			356,262,000

Robin A. Vince
Jeffrey A. Goldstein		Directors
Joseph J. Echevarria

DESCRIPTION OF RESTRICTED NOTES TENDERED HEREWITH
Name(s) and Address(es) of Registered Holder(s)	Title of Restricted Notes	Certificate Number(s)*	Aggregate Principal Amount Represented by Restricted Notes*	Principal Amount Tendered**



		Total:
* Need not be completed by book-entry holders. Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Restricted Notes.** See instruction 2. The Restricted Notes may only be tendered in an amount equal to $2,000 in principal amount or in integral multiples of $1,000 in excess thereof.

Series of Restricted Notes	Status	CUSIP*
7.500% Senior Notes due 2027	144A	26884L BG3
7.500%% Senior Notes due 2027	Reg S	U2689E AK6
6.500% Senior Notes due 2027	144A	26884L AS8
6.500% Senior Notes due 2027	Reg S	U2689E AC4
5.500% Senior Notes due 2028	144A	26884L AU3
5.500% Senior Notes due 2028	Reg S	U2689E AD2
4.50% Senior Notes due 2029	144A	26884L AW9
4.50% Senior Notes due 2029	Reg S	U2689E AE0
6.375% Senior Notes due 2029	144A	26884L AY5
6.375% Senior Notes due 2029	Reg S	U2689E AF7
7.500% Senior Notes due 2030	144A	26884L BA6
7.500% Senior Notes due 2030	Reg S	U2689E AG5
4.75% Senior Notes due 2031	144A	26884L BC2
4.75% Senior Notes due 2031	Reg S	U2689E AH3
6.500% Senior Notes due 2048	144A	26884L BE8
6.500% Senior Notes due 2048	Reg S	U2689E AJ9