Filed by EQT Corporation
(Commission File No. 001-3551)
Pursuant to Rule 425 under
the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934
Subject Company: Range Resources Corporation
(Commission File No. 001-12209)
The following is an article that was published in the Pittsburgh
Business Time on October 27, 2026, following an interview with Toby Z. Rice, President and Chief Executive Officer of EQT Corporation
(“EQT”), regarding EQT’s proposed acquisition (the “proposed transaction”) of Range Resources Corporation
(“Range”) pursuant to the Agreement and Plan of Merger, dated as of October 25, 2026 (the “Merger Agreement”),
by and among EQT, EQT Holdings LLC, Rhino Merger Sub Inc., Rhino Merger Sub LLC and Range:
Here are the EQT, Range Resources termination fees in $13B all-stock
acquisition deal
By Paul J. Gough – Reporter, Pittsburgh Business Times
Oct 27, 2026, Updated Oct 27, 2026 4:31pm EDT
Story Highlights
| ● | EQT Corp. must pay Range Resources $1.148 billion if the acquisition fails. |
| ● | Range Resources would pay EQT $423 million as a seller breakup fee. |
| ● | Both companies need shareholder and antitrust approval by October 25, 2027. |
With the plan for EQT to acquire Range Resources now in place,
there are some pretty hefty fees, particularly for EQT, if, for some reason, it doesn’t go through.
EQT Corp. would have to pay $1.148 billion to Range
Resources Corp. as a reverse termination fee if the natural gas production giant doesn’t close the $13 billion acquisition, which
has an enterprise value of $50 billion, due to regulatory or certain other reasons spelled out in the agreement.
EQT (NYSE: EQT), the second-biggest independent natural gas
producer in the United States, announced Monday it would acquire Range (NYSE: RRC), a fellow Appalachian natural gas
producer in an all-stock deal. After the deal is accomplished by the first few months of 2027, the Marcellus Shale pioneer
Range Resources would be integrated into EQT’s operations.
Terms of the merger agreement show the buyer/reverse-breakup fee from
EQT to Range would be $1.148 billion, more than twice the $423 million seller breakup fee from Range to EQT if the deal doesn’t
go through. The companies said it was a standard deal structure based on the market cap of EQT and Range.
EQT CEO Toby Z. Rice told the Business Times in an interview Tuesday
that he didn’t believe there would be any regulatory issues.
He said EQT and Range’s board of directors shared the conviction
about the opportunities ahead and that the two companies were stronger together.
“You can see the time is now for both companies to combine and
make sure we connect the two and serve this demand” for natural gas from pipelines and powering data centers, Rice said.
Breakup fees are part of the legal documents that come with a large
transaction, setting out specific circumstances where either buyer or seller would have to pay money if the deal doesn’t get approved.
They are common, although the size is of varying lengths. For instance, in the $14.1 billion deal for United States Steel Corp. by Nippon
Steel, the breakup fee to U.S. Steel was $565 million. But the deal went through.
For Range, that would be either a change to the board’s recommendation
to sell to EQT, encouraging or pursuing competing proposals or acceptance of a higher bid from another company. EQT could pay if it breaches
its agreement or if its board changes its recommendation on the Range acquisition, according to the merger document.
It could also be triggered if the companies fail to win regulatory
approval for the deal. EQT and Range must receive not only the approval of shareholders of both companies but also antitrust clearance
under the Hart-Scott-Rodino Act.
Both parties have the right to terminate the agreement if the merger
doesn’t occur by Oct. 25, 2027, the first anniversary of the agreement, in cases that include the companies failing to receive shareholder
approval. That date is automatically extended to April 25, 2028.
* * * * *
Cautionary Statements Regarding Forward-Looking Statements
This communication contains “forward-looking statements”
within the meaning of the federal securities laws. Statements that do not relate strictly to historical or current facts are forward-looking
and are usually identified by the use of words such as “anticipates,” “believes,” “cause,” “continue,”
“could,” “depend,” “develop,” “estimates,” “expects,” “forecasts,”
“goal,” “guidance,” “have,” “impact,” “implement,” “increase,”
“intends,” “lead,” “maintain,” “may,” “might,” “plans,” “potential,”
“possible,” “projected,” “reduce,” “remain,” “result,” “scheduled,”
“seek,” “should,” “will,” “would” and other similar words or expressions. The absence
of such words or expressions does not necessarily mean the statements are not forward-looking. Without limiting the generality of the
foregoing, forward-looking statements in this communication may include statements regarding the proposed transaction between EQT and
Range, the expected closing of the proposed transaction and the timing thereof and the pro forma combined company and its operations,
strategies and plans, integration, debt levels and leverage ratio, capital expenditures, enterprise value, cash flows and anticipated
uses thereof, synergies, opportunities and anticipated future performance, expected accretion to earnings and free cash flow and anticipated
dividends. Information adjusted for the proposed transaction should not be considered a forecast of future results.
Forward-looking statements contained herein reflect the current views
of EQT and Range about future events. Although EQT believes its forward-looking statements are based on reasonable expectations and assumptions,
statements made regarding future results are not guarantees of future performance and are inherently subject to significant business,
economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond EQT’s and
Range’s control. Actual outcomes and results may be materially different from the results stated or implied in the forward-looking
statements included in this communication due to a number of factors, including, but not limited to: the occurrence of any event, change
or other circumstances that could give rise to the termination of the Merger Agreement; the possibility that shareholders of EQT may not
approve the issuance of the shares of EQT’s common stock in connection with the proposed transaction; the possibility that the stockholders
of Range may not adopt the Merger Agreement; the risk that EQT or Range may be unable to obtain governmental and regulatory approvals
required for the proposed transaction, or required governmental and regulatory approvals may delay the proposed transaction or result
in the imposition of conditions that could cause the parties to abandon the proposed transaction; the risk that the parties may not be
able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management’s
time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction
could have adverse effects on the market price of EQT’s or Range’s common stock; the risk of any unexpected costs or expenses
resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; the risk that the proposed transaction
and its announcement could have an adverse effect on the ability of EQT and Range to retain and hire key personnel, on the ability of
EQT or Range to attract third-party customers and maintain their relationships with derivatives and joint venture counterparties and on
EQT’s and Range’s operating results and businesses generally; the risk that problems may arise in successfully integrating
the businesses of EQT and Range, which may result in the combined company not operating as effectively and efficiently as expected; the
risk that the combined company may be unable to achieve synergies or other anticipated benefits of the proposed transaction or it may
take longer than expected to achieve those synergies or benefits and other important factors that could cause actual results to differ
materially from those projected; the volatility in commodity prices for crude oil and natural gas; the effect of future regulatory or
legislative actions on EQT and Range or the industry in which they operate, including the risk of new restrictions with respect to oil
and natural gas development activities; the risk that the credit ratings of the combined business may be different from what EQT and Range
expect; the ability of management to execute its plans to meet its goals and other risks inherent in EQT’s and Range’s businesses;
public health crises and any related government policies and actions; the potential disruption or interruption of EQT’s or Range’s
operations due to war, accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts, or other natural or human
causes beyond EQT’s or Range’s control; and the combined company’s ability to identify and mitigate the risks and hazards
inherent in operating in the global energy industry. Additional information concerning risk factors is contained in EQT’s and Range’s
Annual Reports on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K. All such factors are difficult to predict and are beyond EQT’s and Range’s control. Additional risks or uncertainties
that are not currently known to EQT or Range, that EQT or Range currently deem to be immaterial, or that could apply to any company could
also cause actual outcomes and results to differ materially from those included in the forward-looking statements in this communication.
Any forward-looking statement speaks only as of the date on which such
statement is made. EQT and Range undertake no obligation to publicly correct or update the forward-looking statements in this communication,
in other documents or on their respective websites to reflect new information, future events or otherwise, except as required by applicable
law. All such statements are expressly qualified by this cautionary statement. Readers are cautioned not to place undue reliance on these
forward-looking statements as a prediction of actual results.
Important Information for Investors and Shareholders; Additional
Information and Where to Find It
In connection with the proposed transaction, EQT intends to file with
the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “registration statement”)
that will include a joint proxy statement of EQT and Range and that will also constitute a prospectus of EQT (the “joint proxy statement/prospectus”).
EQT and Range also intend to file other relevant documents regarding the proposed transaction with the SEC. This communication is not
a substitute for the joint proxy statement/prospectus or the registration statement. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS AND SECURITY HOLDERS OF EQT AND RANGE ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND
ALL OTHER RELEVANT DOCUMENTS FILED OR THAT MAY BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT EQT, RANGE, THE PROPOSED TRANSACTION, THE RISKS THERETO AND RELATED MATTERS. After the registration statement
has been declared effective, a definitive joint proxy statement/prospectus will be mailed to the shareholders of EQT and the stockholders
of Range. Investors and security holders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus
and other relevant documents filed or that will be filed with the SEC by EQT or Range through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed with the SEC by EQT may be obtained free of charge on EQT’s website at ir.eqt.com/investor-relations.
Copies of the documents filed with the SEC by Range may be obtained free of charge on Range’s website at ir.rangeresources.com.
The information included on, or accessible through, EQT’s or Range’s website is not incorporated by reference into this communication.
Participants in the Solicitation
EQT and Range and their respective directors, executive officers and
other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed
transaction contemplated by the joint proxy statement/prospectus. Information regarding EQT’s directors and executive officers and
their ownership of EQT’s securities is set forth in EQT’s filings with the SEC, including EQT’s Annual Report on Form
10-K for the fiscal year ended December 31, 2025 that was filed with the SEC on February 18, 2026 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000033213/000003321326000018/eqt-20251231.htm)
and its Definitive Proxy Statement on Schedule 14A that was filed with the SEC on February 26, 2026 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000033213/000110465926020027/tm261383-1_def14a.htm).
To the extent such person’s ownership of EQT’s securities has changed since the filing of such proxy statement, such changes
have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Information regarding Range’s
directors and executive officers and their ownership of Range’s securities is set forth in Range’s filings with the SEC, including
Range’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 that was filed with the SEC on February 24, 2026
(and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000315852/000119312526067292/rrc-20251231.htm) and its Definitive
Proxy Statement on Schedule 14A that was filed with the SEC on March 31, 2026 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000315852/000119312526134699/rrc-20260325.htm).
To the extent such person’s ownership of Range’s securities has changed since the filing of such proxy statement, such changes
have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Additional information regarding
the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading
the joint proxy statement/prospectus and other relevant materials that will be filed with the SEC regarding the proposed transaction when
such documents become available. You may obtain free copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
This communication relates to the proposed transaction. This communication
is for informational purposes only and is not intended to and shall not constitute an offer to buy, sell or exchange, or the solicitation
of an offer to buy, sell or exchange, any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the proposed
transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this communication
in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
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