EQT Commences Tender Offer for Certain Senior Notes Up to $1.15 Billion Aggregate Purchase Price

Rhea-AI Summary

EQT (NYSE: EQT) commenced a cash tender offer on March 10, 2026 to repurchase specified series of senior notes, capped at an aggregate purchase price of $1.15 billion (excluding accrued interest). Sub-caps limit 3.900% 2027 notes to $400 million and combined 2029 series to $750 million. The offer includes an early tender premium of $30 per $1,000, uses acceptance priority levels for purchases, and may be financed with cash on hand and borrowings under the revolving credit facility. The Early Tender Date is March 23, 2026; expected early settlement is March 26, 2026 and final settlement April 10, 2026, subject to proration and conditions.

Positive

• Aggregate purchase cap of $1.15 billion limits total tender exposure
• Offer includes a $30 per $1,000 early tender premium to incentivize early participation
• EQT intends to retire notes purchased, reducing total principal outstanding
• Financing plan uses cash on hand and revolver borrowings as backstop

Negative

• Tendered notes may be prorated, so holders might not have full amounts accepted
• Use of revolver borrowings could increase short-term leverage if cash is insufficient
• Offer SubCaps may prevent holders of certain series from tendering full desired amounts

News Market Reaction – EQT

-0.64%

1 alert

-0.64% News Effect

On the day this news was published, EQT declined 0.64%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Aggregate Offer Cap: $1.15 billion 2027 Notes SubCap: $400 million 2029 Notes SubCap: $750 million +5 more

8 metrics

Aggregate Offer Cap $1.15 billion Maximum aggregate purchase price for tendered Notes, excluding accrued interest

2027 Notes SubCap $400 million Offer SubCap for 3.900% Senior Notes due 2027, excluding accrued interest

2029 Notes SubCap $750 million Combined Offer SubCap for three 2029 Senior Notes tranches

3.900% 2027 principal $936,158,000 Principal amount outstanding of 3.900% Senior Notes due 2027

4.75% 2031 principal $1,090,218,000 Principal amount outstanding of 4.75% Senior Notes due 2031

7.000% 2030 principal $674,800,000 Principal amount outstanding of 7.000% Senior Notes due 2030

7.500% 2030 principal $494,086,000 Principal amount outstanding of 7.500% Senior Notes due 2030

Early Tender Premium $30 Per $1,000 principal for Notes tendered by Early Tender Date

Market Reality Check

Price: $61.83 Vol: Volume 7,163,658 is below...

normal vol

$61.83 Last Close

Volume Volume 7,163,658 is below 20-day average of 9,692,252 ahead of the tender offer news. normal

Technical Price $62.31 is trading above 200-day MA at $55.25 and within $1 of the 52-week high $63.06.

Peers on Argus

EQT gained 0.44% while key peers showed mixed, small moves (e.g., HES +1.26%, OX...

EQT gained 0.44% while key peers showed mixed, small moves (e.g., HES +1.26%, OXY +1.08%, FANG -0.43%). No momentum signals or same-day peer news were flagged, pointing to a company-specific backdrop for this debt tender announcement rather than a broad sector rotation.

Historical Context

5 past events · Latest: Feb 17 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 17	Earnings results	Positive	+1.5%	Strong 2025 earnings and 2026 guidance with sizable free cash flow outlook.
Feb 05	Dividend declaration	Positive	+2.6%	Board declared quarterly cash dividend of $0.165 per share.
Jan 22	Earnings scheduling	Neutral	+1.4%	Announcement of timing for Q4 and year-end 2025 release and call.
Dec 11	Board appointment news	Neutral	-2.1%	Broe Group board additions including an EQT Partners president.
Dec 10	Strategic investment	Neutral	-2.2%	Personal investment by Toby Z. Rice in Orbital Biocarbon infrastructure round.

Pattern Detected

Recent shareholder-friendly actions like earnings and dividends were followed by positive price reactions, while more general news items saw modest, mixed moves.

Recent Company History

Over the last several months, EQT reported strong 2025 results with significant net income, adjusted EBITDA, and free cash flow, plus robust proved reserves, and the stock rose 1.52% on that news. A quarterly dividend declaration of $0.165 per share coincided with a 2.64% gain. Scheduling its earnings call and two unrelated news items in December produced smaller, mixed reactions. Today’s debt tender offer fits into a broader pattern of balance sheet and capital-return focus following a year of debt reduction and cash generation.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-09-10

An effective S-3ASR shelf filed on 2025-09-10 allows EQT to issue debt, preferred, and common equity from time to time. The prospectus highlights a large authorized share base, undesignated preferred stock that can be issued without shareholder approval, and anti-takeover provisions under its charter and Pennsylvania law.

Market Pulse Summary

This announcement outlines a sizable debt tender offer of up to $1.15 billion in aggregate purchase ...

Analysis

This announcement outlines a sizable debt tender offer of up to $1.15 billion in aggregate purchase price across multiple senior note tranches, with sub-caps of $400 million and $750 million for select series. It fits EQT’s stated purpose of reducing overall principal debt. Investors may track tender participation by priority level, the impact on future interest expense, and any subsequent use of the company’s effective S-3ASR shelf when assessing the evolving capital structure.

Key Terms

tender offer, senior notes, acceptance priority levels, reference U.S. Treasury Security, +2 more

6 terms

tender offer financial

"announced that it has commenced a tender offer to purchase for cash"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

senior notes financial

"certain of its outstanding 3.900% Senior Notes due 2027, 6.375% Senior Notes"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

acceptance priority levels financial

"determined in accordance with the acceptance priority levels set forth"

A ranked system that tells regulators, service providers or internal teams which applications, submissions or orders should be reviewed and processed first. Like a ticketed queue at a busy bank, higher acceptance priority levels speed up review and approval, which can shorten time to revenue, reduce uncertainty and affect a company’s projected timelines and value—information investors use to judge risk and timing.

reference U.S. Treasury Security financial

"by reference to the applicable fixed spread for such Notes specified"

A reference U.S. Treasury security is a specific government bond or bill used as the standard benchmark for pricing and comparing other investments. Investors treat it like a yardstick for the “risk-free” interest rate, so its yield influences borrowing costs, bond prices and the extra return demanded for riskier assets; think of it as the baseline price everyone uses to judge other financial deals.

Bloomberg Reference Page technical

"based on the bid-side price of the Reference U.S. Treasury Security as"

A Bloomberg Reference Page is a single, centralized online summary that gathers key financial data, recent news, analyst ratings and basic company facts for a specific stock or security. Investors use it like a dashboard or one-page fact sheet to quickly gauge a company’s health, recent developments and market sentiment, helping them decide whether to research further, buy, hold or sell.

early tender premium financial

"includes an early tender premium of $30 per $1,000 principal amount"

An early tender premium is a small extra payment offered to investors who agree to sell or exchange their securities promptly during a tender offer, acting like a bonus for those who sign up before the deadline. It matters to investors because it changes the effective payout and timing of a deal — taking the premium can boost near‑term cash received but may also lock you into a transaction sooner than you’d otherwise choose, so it affects return and strategy.

AI-generated analysis. Not financial advice.

PITTSBURGH, March 10, 2026 /PRNewswire/ -- EQT Corporation (NYSE: EQT) ("EQT" and, collectively with its consolidated subsidiaries, the "Company") today announced that it has commenced a tender offer to purchase for cash (the "Tender Offer") certain of its outstanding 3.900% Senior Notes due 2027, 6.375% Senior Notes due 2029, 4.50% Senior Notes due 2029, 5.00% Senior Notes due 2029, 4.75% Senior Notes due 2031, 3.625% Senior Notes due 2031, 7.000% Senior Notes due 2030 and 7.500% Senior Notes due 2030 (collectively, the "Notes"). The Tender Offer is capped at an aggregate purchase price, excluding accrued and unpaid interest, of $1.15 billion (the "Aggregate Offer Cap"). In addition, the aggregate purchase price, excluding accrued and unpaid interest, of the 3.900% Senior Notes due 2027 is capped at $400 million, and the aggregate purchase price, excluding accrued and unpaid interest, of the 6.375% Senior Notes due 2029, 4.50% Senior Notes due 2029 and 5.00% Senior Notes due 2029, collectively, is capped at $750 million (such caps, the "Offer SubCaps"). Subject to the Aggregate Offer Cap and the Offer SubCaps, the amounts of each series of Notes that are purchased will be determined in accordance with the acceptance priority levels set forth in the table below (the "Acceptance Priority Levels"), with "1" being the highest Acceptance Priority Level and "8" being the lowest Acceptance Priority Level.

The following table sets forth some of the terms of the Tender Offer:

Title of Notes	CUSIP Number	Principal Amount Outstanding	Offer SubCap	Acceptance Priority Level	Reference U.S. Treasury Security	Bloomberg Reference Page(1)	Fixed Spread(2)	Early Tender Premium(3)
3.900% Senior Notes due 2027	26884LAF6	$936,158,000	$400,000,000	1	3.500% UST due September 30, 2027	FIT4	+35bps	$30
6.375% Senior Notes due 2029	26884LAZ2 / 26884LAY5 / U2689EAF7	$596,725,000	$750,000,000	2	4.500% UST due March 31, 2026	FIT3	+50bps	$30
4.50% Senior Notes due 2029	26884LAX7 / 26884LAW9 / U2689EAE0	$734,583,000		3	3.500% UST due February 15, 2029	FIT1	+60bps	$30
5.00% Senior Notes due 2029	26884LAL3	$318,494,000		4	3.500% UST due February 15, 2029	FIT1	+60bps	$30
4.75% Senior Notes due 2031	26884LBD0 / 26884LBC2/ U2689EAH3	$1,090,218,000	N/A	5	3.500% UST due February 28, 2031	FIT1	+70bps	$30
3.625% Senior Notes due 2031	26884LAN9 / U2689EAB6	$435,165,000	N/A	6	3.500% UST due February 28, 2031	FIT1	+85bps	$30
7.000% Senior Notes due 2030	26884LAG4	$674,800,000	N/A	7	3.500% UST due February 28, 2031	FIT1	+60bps	$30
7.500% Senior Notes due 2030	26884LBB4 / 26884LBA6 / U2689EAG5	$494,086,000	N/A	8	3.500% UST due February 28, 2031	FIT1	+65bps	$30

(1) The page on Bloomberg from which the dealer managers for the Tender Offer will quote the bid-side price of the Reference U.S. Treasury Security.
(2) Includes the Early Tender Premium.
(3) Per $1,000 principal amount of Notes validly tendered on or prior to the Early Tender Date (as defined below) and accepted for purchase.

The Tender Offer is being made upon and is subject to the terms and conditions set forth in the Offer to Purchase dated March 10, 2026 (as it may be amended or supplemented from time to time, the "Offer to Purchase"). The Tender Offer will expire at 5:00 p.m., New York City time, on April 8, 2026, unless extended (such date and time, as the same may be extended, the "Expiration Date") or earlier terminated by EQT. Tendered Notes may not be withdrawn after 5:00 p.m., New York City time, on March 23, 2026, unless extended by EQT (such date and time, as the same may be extended, the "Withdrawal Deadline"), except in certain limited circumstances where additional withdrawal rights are required by law. In this news release and the Offer to Purchase, all Notes that have been validly tendered and not validly withdrawn are referred to as having been "validly tendered."

The applicable consideration (the "Total Consideration") offered per $1,000 principal amount of each series of Notes validly tendered on or prior to 5:00 p.m., New York City time, on March 23, 2026, unless extended by EQT (such date and time, as it may be extended, the "Early Tender Date") and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Notes specified in the table above, plus the applicable yield of the applicable U.S. Treasury security specified in the table above (as applicable to each series of Notes, the "Reference U.S. Treasury Security"), based on the bid-side price of the Reference U.S. Treasury Security as displayed on the applicable Bloomberg Reference Page specified in the table above, at 10:00 a.m., New York City time, on March 24, 2026, unless extended or the Tender Offer is earlier terminated by EQT.

The Early Tender Date is the last date and time for holders to tender their Notes in order to be eligible to receive the Total Consideration, which includes an early tender premium of $30 per $1,000 principal amount of Notes accepted for purchase pursuant to the Tender Offer (the "Early Tender Premium"). Holders of Notes who validly tender their Notes after the Early Tender Date but on or prior to the Expiration Date, and whose Notes are accepted for purchase, will receive an amount equal to the applicable Total Consideration minus the Early Tender Premium (the "Tender Offer Consideration").

In addition to the applicable Total Consideration or the applicable Tender Offer Consideration, as the case may be, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest, rounded to the nearest cent, on such Notes from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the applicable settlement date for such Notes accepted for purchase.

The settlement date for Notes that are validly tendered on or prior to the Early Tender Date and accepted for purchase is anticipated to be March 26, 2026, the third business day following the Early Tender Date (the "Early Settlement Date"). The settlement date for Notes that are validly tendered following the Early Tender Date but on or prior to the Expiration Date and accepted for purchase is anticipated to be April 10, 2026, the second business day after the Expiration Date, assuming the Aggregate Offer Cap of Notes is not purchased on the Early Settlement Date.

Subject to the Aggregate Offer Cap and any applicable Offer SubCaps, all Notes validly tendered on or prior to the Early Tender Date having a higher Acceptance Priority Level (lower numerical value) will be accepted for purchase before any tendered Notes having a lower Acceptance Priority Level are accepted for purchase, and all Notes validly tendered after the Early Tender Date having a higher Acceptance Priority Level will be accepted for purchase before any Notes tendered after the Early Tender Date having a lower Acceptance Priority Level are accepted for purchase. However, subject to the Aggregate Offer Cap and any applicable Offer SubCaps, Notes validly tendered on or prior to the Early Tender Date will be accepted for purchase in priority to any Notes tendered after the Early Tender Date even if such Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes tendered on or prior to the Early Tender Date.

Tendered Notes may be subject to proration if the aggregate purchase price, excluding accrued and unpaid interest, for Notes validly tendered is greater than the Aggregate Offer Cap, with equal proration applied for Notes having the same Acceptance Priority Level (and depending on whether such Notes were validly tendered on or prior to, or after, the Early Tender Date). Also, tendered 3.900% Senior Notes due 2027 may be subject to proration if the aggregate purchase price, excluding accrued and unpaid interest, for the 3.900% Senior Notes due 2027 that are validly tendered is greater than the applicable Offer SubCap, which is $400 million, and tendered 6.375% Senior Notes due 2029, 4.50% Senior Notes due 2029 and 5.00% Senior Notes due 2029 may be subject to proration if the aggregate purchase price, excluding accrued and unpaid interest, for such Notes that are validly tendered is greater than the applicable Offer SubCap, which is $750 million. Furthermore, if the Tender Offer is fully subscribed as of the Early Tender Date, holders who validly tender Notes after the Early Tender Date will not have any of their Notes accepted for purchase unless EQT increases the Aggregate Offer Cap.

EQT's obligation to accept for payment and to pay for the Notes validly tendered in the Tender Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase. EQT reserves the right, subject to applicable law, to (i) waive or modify, in whole or in part, any or all conditions of the Tender Offer, (ii) extend, terminate or withdraw the Tender Offer, (iii) increase or decrease the Aggregate Offer Cap or either or both Offer SubCaps or (iv) otherwise amend the Tender Offer in any respect.

The purpose of the Tender Offer is to reduce EQT's overall principal amount of debt, and it is expected that Notes purchased pursuant to the Tender Offer will be retired. EQT intends to finance the Tender Offer with cash on hand and, if necessary, borrowings under its revolving credit facility. In addition to the Tender Offer, EQT plans to redeem all of its outstanding 6.500% Senior Notes due 2027 on March 26, 2026 pursuant to their terms; any redemption of such notes would be made solely pursuant to a redemption notice delivered pursuant to the indenture governing such notes, and nothing contained in this news release constitutes a notice of redemption of such notes.

Citigroup Global Markets Inc. and BofA Securities, Inc. are severally acting as the Lead Dealer Managers for the Tender Offer. Any persons with questions regarding the Tender Offer should contact (i) Citigroup Global Markets Inc. by calling (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or emailing ny.liabilitymanagement@citi.com or (ii) BofA Securities, Inc. by calling (888) 292-0070 (toll-free) or (980) 287-6959 (collect) or emailing debt_advisory@bofa.com.

The Information Agent and Tender Agent is Global Bondholder Services Corporation. Copies of the Offer to Purchase and any related Tender Offer materials may be obtained from Global Bondholder Services Corporation by calling (212) 430-3774 (banks and brokers, collect) or (855) 654-2015 (all others, toll-free) or by emailing contact@gbsc-usa.com.

This news release is for informational purposes only. The Tender Offer is being made only pursuant to the Offer to Purchase, and the information in this news release is qualified by reference to the Offer to Purchase. Further, this news release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. No recommendation is made as to whether holders should tender any Notes in response to the Tender Offer. Holders of Notes must make their own decision as to whether to participate in the Tender Offer and, if so, the principal amount of Notes to tender.

Investor Contact
Cameron Horwitz
Managing Director, Investor Relations & Strategy
412.445.8454
Cameron.Horwitz@eqt.com

About EQT Corporation
EQT Corporation is a premier, vertically integrated American natural gas company with upstream and midstream operations focused in the Appalachian Basin. We are dedicated to responsibly developing our world-class asset base and being the operator of choice for our stakeholders. By leveraging a culture that prioritizes operational efficiency, technology and sustainability, we seek to continuously improve the way we produce environmentally responsible, reliable and low-cost energy. We have a longstanding commitment to the safety of our employees, contractors, and communities, and to the reduction of our overall environmental footprint. Our values are evident in the way we operate and in how we interact each day – trust, teamwork, heart, and evolution are at the center of all we do.

Cautionary Statements
This news release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this news release specifically include statements regarding EQT's plans and expected timing with respect to the Tender Offer and the redemption of its 6.500% Senior Notes due 2027.

These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by it. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond its control. These risks and uncertainties include, but are not limited to, volatility of commodity prices; the costs and results of drilling and operations; uncertainties about estimates of reserves, identification of drilling locations and the ability to add proved reserves in the future; the assumptions underlying production forecasts; the quality of technical data; the Company's ability to appropriately allocate capital and other resources among its strategic opportunities; access to and cost of capital; the Company's hedging and other financial contracts; inherent hazards and risks normally incidental to drilling for, producing, transporting, storing and processing natural gas, natural gas liquids (NGLs) and oil; operational risks and hazards incidental to the gathering, transmission and storage of natural gas as well as unforeseen interruptions; cyber security risks and acts of sabotage; availability and cost of drilling rigs, completion services, equipment, supplies, personnel, oilfield services and pipe, sand and water required to execute the Company's exploration and development plans, including as a result of inflationary pressures or tariffs, particularly on steel and aluminum; risks associated with operating primarily in the Appalachian Basin; the ability to obtain environmental and other permits and the timing thereof; construction, business, economic, competitive, regulatory, judicial, environmental, political and legal uncertainties related to the development and construction by the Company or its joint ventures of pipeline and storage facilities and transmission assets and the optimization of such assets; the Company's ability to renew or replace expiring gathering, transmission or storage contracts at favorable rates, on a long-term basis or at all; risks relating to the Company's joint venture arrangements; government regulation or action, including regulations pertaining to methane and other greenhouse gas emissions; negative public perception of the fossil fuels industry; increased consumer demand for alternatives to natural gas; environmental and weather risks, including the possible impacts of climate change; and disruptions to the Company's business due to recently completed or pending divestitures, acquisitions and other significant strategic transactions. These and other risks and uncertainties are described under the "Risk Factors" section and elsewhere in EQT's Annual Report on Form 10-K for the year ended December 31, 2025 and in other documents EQT subsequently files from time to time with the Securities and Exchange Commission. In addition, the Company may be subject to currently unforeseen risks that may have a materially adverse impact on it.

Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, the Company does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

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SOURCE EQT Corporation (EQT-IR)

FAQ

What is EQT's tender offer cap and which notes are included (EQT)?

The tender offer is capped at an aggregate purchase price of $1.15 billion. According to the company, the offer covers eight series of senior notes with specified sub-caps for 2027 and 2029 series.

When is the Early Tender Date and what does the $30 premium mean for EQT holders?

The Early Tender Date is March 23, 2026, making holders eligible for the $30 premium. According to the company, holders validly tendered by that date and accepted receive an extra $30 per $1,000 principal.

How will EQT settle accepted tenders and what are the expected settlement dates?

Early settlements are expected on March 26, 2026 and final settlements on April 10, 2026. According to the company, dates depend on whether notes are validly tendered by the Early Tender Date and on overall acceptances.

What are the Offer SubCaps for EQT's 3.900% 2027 and combined 2029 notes?

The 3.900% Senior Notes due 2027 are capped at $400 million; combined 2029 series are capped at $750 million. According to the company, these sub-caps limit purchases for those specific series.

Will all tendered EQT notes be accepted and what causes proration?

Not all tendered notes will necessarily be accepted; proration can occur if accepted purchase amounts exceed caps. According to the company, proration applies by acceptance priority level and equal proration within levels.

How does EQT plan to finance the tender offer and does it affect shareholders?

EQT intends to use cash on hand and, if necessary, borrowings under its revolving credit facility. According to the company, the financing approach aims to complete the repurchases and retire purchased notes.