EQT to buy Range Resources in all-stock deal with more than $50 billion of pro forma enterprise value

EQT Corporation agreed to buy Range Resources Corporation in an all-stock merger that the companies say would create a natural gas producer with more than $50 billion of pro forma enterprise value. Range investors would receive 0.987 EQT shares for each Range share and would hold about 27% of the combined company, with EQT holders owning about 73%.

A 0.987 exchange ratio and a 27% stake for Range holders

The merger agreement was signed October 25, 2026 and announced the following morning. It is an all-stock transaction: each outstanding Range share converts into 0.987 shares of EQT common stock, with cash paid in lieu of fractional shares. Applied to each company's share count, that ratio produces an ownership split the companies put at roughly 27% for Range and 73% for EQT on a fully diluted basis. The boards of both companies approved the agreement unanimously.

Range gets board representation. EQT will increase the size of its board to 12 members and seat two Range designees at closing, including chief executive Dennis L. Degner. EQT's executive team will lead the combined company, and headquarters remain in Canonsburg, Pennsylvania; the release gives Fort Worth, where Range is headquartered today, no role after closing.

Degner framed the decision around commodity exposure and shareholder participation rather than scale alone: “Our Board of Directors unanimously determined that this transaction will enhance Range shareholders’ ability to participate in a constructive long-term natural gas and NGL macro outlook.”

Synergy targets and a five-year cash-flow claim

Management is underwriting $325 million of base annual synergies within two years, spread across corporate costs, field operations and commodity marketing. The release describes a pathway to more than $600 million over the longer term, tied to development and infrastructure optimization and to better margins from natural gas, LNG and NGL marketing.

Two other figures are projections rather than reported results. EQT says the combination improves its unlevered free cash flow breakeven to less than $2 per MMBtu, a non-GAAP measure the release defines as the average Henry Hub price needed to generate positive unlevered free cash flow, and it projects roughly $20 billion of cumulative free cash flow over the next five years at recent strip pricing. EQT does not reconcile those projections to GAAP cash flow, saying it cannot project net cash provided by operating activities with reasonable accuracy.

Toby Z. Rice, EQT's president and chief executive, cast the industrial logic in inventory terms: “This transaction brings together two of the highest-quality, longest-duration asset bases in North America and creates a company uniquely positioned for the next era of natural gas.” The release claims more than 9 Bcfe/d of net production, more than 30 years of inventory, nearly 3 million net acres and more than 3,700 miles of midstream infrastructure, and it expects BBB quality credit metrics at closing.

Break fees, two shareholder votes and a first-quarter 2027 close

Closing is targeted for the first quarter of 2027 and depends on Range shareholder adoption of the merger agreement, EQT shareholder approval of the share issuance, NYSE listing approval, Hart-Scott-Rodino clearance, an effective Form S-4 registration statement and the absence of a material adverse effect.

Walking away is priced. Range would owe EQT $423 million if the agreement is terminated under specified circumstances, while EQT would owe Range $1.15 billion. Either side may terminate if the deal is not completed by October 25, 2027, a date that extends to April 25, 2028 when antitrust or legal clearance is the only condition outstanding. The Form 8-K reports Items 1.01, 7.01, 8.01 and 9.01 and attaches the merger agreement as Exhibit 2.1.

The filing is a deal announcement rather than a quarterly report. Both companies still plan to release third-quarter 2026 results after the market close on October 27, 2026, but they canceled the earnings calls set for October 28 and scheduled a joint call on the transaction for 8 a.m. ET today. The release gives no purchase price per share, no premium to Range's pre-deal stock price and no pro forma debt total; those depend on EQT's share price at closing and on documents still to be filed, including the joint proxy statement and registration statement.