Range Resources agrees to 0.987-share EQT merger
Range shareholders would receive 0.987 EQT shares per share, with the merger expected to close in the first quarter of 2027 if conditions are met.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Range Resources Corporation reported third-quarter 2026 results and an agreed all-stock merger with EQT Corporation, subject to shareholder and regulatory approvals. Natural gas, NGLs and oil sales were $737.9 million, versus $611.5 million a year earlier; net income was $175.3 million, or $0.75 per diluted share, versus $144.3 million and $0.60.
For the first nine months, net cash provided by operating activities was $1.162 billion, compared with $913.8 million in 2025. Total debt, net of debt issuance costs, was $780.9 million as of September 30, 2026, compared with $1.198 billion as of December 31, 2025.
At closing, Range shareholders are to receive a fixed 0.987 shares of EQT common stock for each Range share. EQT shareholders are expected to own approximately 73% of the combined company and Range shareholders approximately 27% on a fully diluted basis. The merger is expected to close during the first quarter of 2027, subject to approvals and other customary closing conditions; until shareholder approval and closing, Range must operate as a stand-alone company.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter natural gas, NGL and oil sales: $737.9 million, versus $611.5 million.
- Moderate pointThird-quarter net income: $175.3 million, versus $144.3 million.
- Moderate pointNine-month operating cash flow: $1.162 billion, versus $913.8 million.
- Moderate pointTotal debt, net of debt issuance costs: $780.9 million at September 30, versus $1.198 billion at December 31.
Negative
- None.
Filing Explained
The specified termination fees are conditional: four hundred twenty-three million dollars for Range and one billion one hundred forty-eight million dollars for EQT.
Range reports that its minimum commitments for firm transportation, gathering and processing over the next 15 years increased by approximately
The increase was primarily tied to natural-gas transportation capacity through 2041 and additional processing capacity. Range says these commitments had previously been contingent on construction completion; the added transport and processing capacity began service in June and September 2026, respectively.
Under specified termination circumstances in the merger agreement, Range would owe EQT
Key Figures
Key Terms
borrowing base financial
basis swap contracts financial
swaptions financial
Level 3 inputs financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did Range Resources (RRC) earn in Q3 2026?
What are the terms of the Range Resources (RRC) merger with EQT?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark one)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number:
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
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(IRS Employer Identification No.) |
(Address of principal executive offices, including ZIP code)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Non-Accelerated Filer |
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Smaller Reporting Company |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
RANGE RESOURCES CORPORATION
FORM 10-Q
Quarter Ended September 30, 2026
Unless the context otherwise indicates, all references in this report to "Range Resources," "Range," "we," "us," or "our" are to Range Resources Corporation and its directly and indirectly owned subsidiaries. For certain industry-specific terms used in this Form 10-Q, please see "Glossary of Certain Defined Terms" in our 2025 Annual Report on Form 10-K.
TABLE OF CONTENTS
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Page |
PART I – FINANCIAL INFORMATION |
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ITEM 1. |
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Financial Statements: |
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3 |
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Consolidated Balance Sheets |
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3 |
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Consolidated Statements of Income (Unaudited) |
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4 |
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Consolidated Statements of Comprehensive Income (Unaudited) |
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5 |
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Consolidated Statements of Cash Flows (Unaudited) |
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6 |
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Consolidated Statements of Stockholders’ Equity (Unaudited) |
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7 |
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Notes to Consolidated Financial Statements (Unaudited) |
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8 |
ITEM 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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18 |
ITEM 3. |
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Quantitative and Qualitative Disclosures about Market Risk |
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31 |
ITEM 4. |
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Controls and Procedures |
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32 |
PART II – OTHER INFORMATION |
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ITEM 1. |
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Legal Proceedings |
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33 |
ITEM 1A. |
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Risk Factors |
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33 |
ITEM 2. |
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Unregistered Sales of Equity Securities and Use of Proceeds |
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36 |
ITEM 5. |
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Other Information |
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36 |
ITEM 6. |
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Exhibits |
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37 |
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SIGNATURES |
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38 |
2
PART I – FINANCIAL INFORMATION
ITEM 1. Financial Statements
RANGE RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
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September 30, |
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December 31, |
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2026 |
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2025 |
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Assets |
(Unaudited) |
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Current assets: |
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Cash and cash equivalents |
$ |
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$ |
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Accounts receivable, less allowance for doubtful accounts of $ |
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Derivative assets |
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Prepaid assets |
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Other current assets |
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Total current assets |
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Derivative assets |
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Natural gas, NGLs and oil properties, net (successful efforts method) |
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Other property and equipment, net |
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Operating lease right-of-use assets |
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Other assets |
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Total assets |
$ |
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$ |
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Liabilities |
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Current liabilities: |
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Accounts payable |
$ |
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$ |
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Asset retirement obligations |
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Accrued liabilities |
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Deferred compensation liabilities |
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Accrued interest |
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Derivative liabilities |
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Operating lease liabilities |
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Divestiture contract obligation |
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Total current liabilities |
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Bank debt, net of unamortized debt issuance costs |
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Senior notes, net of unamortized debt issuance costs |
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Deferred tax liabilities |
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Derivative liabilities |
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Deferred compensation liabilities |
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Operating lease liabilities |
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Asset retirement obligations and other liabilities |
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Divestiture contract obligation |
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Total liabilities |
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Commitments and contingencies |
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Stockholders’ Equity |
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Preferred stock, $ |
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Common stock, $ |
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Common stock held in treasury, at cost, |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Retained deficit |
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( |
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Total stockholders' equity |
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Total liabilities and stockholders’ equity |
$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
3
RANGE RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, in thousands, except per share data)
|
Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenues and other income: |
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Natural gas, NGLs and oil sales |
$ |
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$ |
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$ |
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$ |
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Derivative fair value income |
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Brokered natural gas, NGLs and marketing |
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Other income |
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Total revenues and other income |
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Costs and expenses: |
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Direct operating |
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Transportation, gathering, processing and compression |
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Taxes other than income |
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Brokered natural gas, NGLs and marketing |
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Exploration |
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Abandonment and impairment of unproved properties |
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General and administrative |
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Exit costs |
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Deferred compensation plan |
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( |
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( |
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Interest |
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Loss (gain) on early extinguishment of debt |
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( |
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Depletion, depreciation and amortization |
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Total costs and expenses |
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Income before income taxes |
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Income tax expense (benefit): |
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Current |
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( |
) |
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Deferred |
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Net income |
$ |
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$ |
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$ |
|
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$ |
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Net income per common share: |
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||||
Basic |
$ |
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$ |
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$ |
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$ |
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Diluted |
$ |
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$ |
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$ |
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$ |
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Dividends declared per share |
$ |
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$ |
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$ |
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$ |
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Weighted average common shares outstanding: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these consolidated financial statements.
4
RANGE RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2026 |
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2025 |
|
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2026 |
|
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2025 |
|
||||
Net income |
$ |
|
|
$ |
|
|
$ |
|
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$ |
|
||||
Other comprehensive (loss) income: |
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Postretirement benefits: |
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Amortization of prior service costs/actuarial gain |
|
( |
) |
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( |
) |
|
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( |
) |
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( |
) |
Income tax expense |
|
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|
|
|
|
|
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|
||||
Total comprehensive income |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The accompanying notes are an integral part of these consolidated financial statements.
5
RANGE RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
|
Nine Months Ended September 30, |
|
|||||
|
2026 |
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2025 |
|
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Operating activities: |
|
|
|
|
|
||
Net income |
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash provided from |
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Deferred income tax expense |
|
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Depletion, depreciation and amortization |
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Abandonment and impairment of unproved properties |
|
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Derivative fair value income |
|
( |
) |
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( |
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Cash settlements on derivative financial instruments |
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Divestiture contract obligation, including accretion |
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Amortization of debt issuance costs and other |
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Deferred and stock-based compensation |
|
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Gain on the sale of assets |
|
( |
) |
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( |
) |
Loss (gain) on early extinguishment of debt |
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( |
) |
|
Changes in working capital: |
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Accounts receivable |
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Other current assets |
|
( |
) |
|
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( |
) |
Accounts payable |
|
( |
) |
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Accrued liabilities and other |
|
( |
) |
|
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( |
) |
Net cash provided from operating activities |
|
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|
||
Investing activities: |
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|
||
Additions to natural gas, NGLs and oil properties |
|
( |
) |
|
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( |
) |
Additions to field service assets and other |
|
( |
) |
|
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( |
) |
Acreage purchases |
|
( |
) |
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( |
) |
Proceeds from disposal of assets |
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Purchases of marketable securities held by the deferred compensation plan |
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( |
) |
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( |
) |
Proceeds from the sales of marketable securities held by the deferred |
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Net cash used in investing activities |
|
( |
) |
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( |
) |
Financing activities: |
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Borrowings on credit facility |
|
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Repayments on credit facility |
|
( |
) |
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( |
) |
Repayment of senior notes |
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( |
) |
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( |
) |
Dividends paid |
|
( |
) |
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( |
) |
Treasury stock purchases |
|
( |
) |
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( |
) |
Taxes paid for employee shares withheld |
|
( |
) |
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( |
) |
Change in cash overdrafts |
|
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( |
) |
|
Proceeds from the sales of common stock held by the deferred |
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||
Net cash used in financing activities |
|
( |
) |
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( |
) |
Decrease in cash and cash equivalents |
|
( |
) |
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( |
) |
Cash and cash equivalents at beginning of period |
|
|
|
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|
||
Cash and cash equivalents at end of period |
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these consolidated financial statements.
6
RANGE RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited, in thousands, except per share data)
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Common |
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Accumulated |
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stock |
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Additional |
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other |
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Common stock |
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Treasury |
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held in |
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paid-in |
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comprehensive |
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Retained |
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Shares |
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Par value |
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shares |
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treasury |
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capital |
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income |
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deficit |
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Total |
|
||||||||
Balance as of December 31, 2025 |
|
|
|
$ |
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|
( |
) |
|
$ |
( |
) |
|
$ |
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$ |
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|
$ |
( |
) |
|
$ |
|
|||||
Issuance of common stock |
|
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— |
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( |
) |
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( |
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|||||
Issuance of common stock upon |
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— |
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( |
) |
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||||||
Stock-based compensation expense |
|
— |
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— |
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Dividends ($ |
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— |
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— |
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( |
) |
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( |
) |
||||
Treasury stock repurchased |
|
— |
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( |
) |
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( |
) |
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( |
) |
||||
Other comprehensive loss |
|
— |
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— |
|
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( |
) |
|
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( |
) |
||||
Net income |
|
— |
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|
— |
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|
|
|
|
|
|
|
|
||||||
Balance as of March 31, 2026 |
|
|
|
$ |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Issuance of common stock |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock-based compensation expense |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Dividends ($ |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Treasury stock repurchased |
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Excise tax on stock repurchases |
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Other comprehensive loss |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Net income |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of June 30, 2026 |
|
|
|
$ |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Issuance of common stock |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||||
Stock-based compensation expense |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Dividends ($ |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Other comprehensive loss |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Net income |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of September 30, 2026 |
|
|
|
$ |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
Common |
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
stock |
|
|
Additional |
|
|
other |
|
|
|
|
|
|
|
||||||||
|
Common stock |
|
|
Treasury |
|
|
held in |
|
|
paid-in |
|
|
comprehensive |
|
|
Retained |
|
|
|
|
|||||||||||
|
Shares |
|
|
Par value |
|
|
shares |
|
|
treasury |
|
|
capital |
|
|
income |
|
|
deficit |
|
|
Total |
|
||||||||
Balance as of December 31, 2024 |
|
|
|
$ |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Issuance of common stock |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||||
Issuance of common stock |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Stock-based compensation expense |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Dividends ($ |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Treasury stock repurchased |
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Excise tax on stock repurchases |
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Other comprehensive loss |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Net income |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of March 31, 2025 |
|
|
|
$ |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Issuance of common stock |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stock-based compensation expense |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Dividends ($ |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Treasury stock issuance - Rabbi Trust |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||||
Treasury stock repurchased |
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Excise tax on stock repurchases |
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Other comprehensive loss |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Net income |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of June 30, 2025 |
|
|
|
$ |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Issuance of common stock |
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||||
Stock-based compensation expense |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Dividends ($ |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Treasury stock repurchased |
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Excise tax on stock repurchases |
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Other comprehensive loss |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||
Net income |
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance as of September 30, 2025 |
|
|
|
$ |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
The accompanying notes are an integral part of these consolidated financial statements.
7
RANGE RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1) BASIS OF FINANCIAL STATEMENT PRESENTATION
Range Resources Corporation ("Range" or "the Company") is an independent natural gas, natural gas liquids ("NGLs") and oil (predominantly condensate referred to herein as "oil") company engaged in the exploration, development and acquisition of natural gas and liquids properties in the Appalachian region of the United States.
During interim periods, the Company follows the same accounting policies disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 24, 2026 (the "Form 10-K"). The balance sheet as of September 30, 2026 and the related consolidated statements of income, comprehensive income, cash flows and stockholders' equity for the periods ended September 30, 2026 and 2025 are unaudited and should be read in conjunction with the Notes to the Consolidated Financial Statements and information presented in the Form 10-K. In management's opinion, the accompanying consolidated financial statements reflect all adjustments necessary for a fair statement of the results for the periods reported. All adjustments are of a normal recurring nature unless otherwise disclosed. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year.
(2) REVENUES FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue
All of the Company's revenues from contracts with customers have title transfer in the United States ("U.S.") and are recognized at the point in time when control is transferred to the customer and collectability is reasonably assured. Accounts receivable attributable to our revenue contracts with customers was $
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Natural gas sales |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NGLs sales |
|
|
|
|
|
|
|
|
|
|
|
||||
Oil sales |
|
|
|
|
|
|
|
|
|
|
|
||||
Total natural gas, NGLs and oil sales |
|
|
|
|
|
|
|
|
|
|
|
||||
Sales of purchased natural gas |
|
|
|
|
|
|
|
|
|
|
|
||||
Sales of purchased NGLs |
|
|
|
|
|
|
|
|
|
|
|
||||
Other marketing revenue |
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(3) INCOME TAXES
We evaluate and update our annual effective income tax rate on a quarterly basis based on current and forecasted operating results and tax laws. For the three and nine months ended September 30, 2026, our overall effective tax rate was not materially different than the federal statutory rate. For the three and nine months ended September 30, 2025, our overall effective tax rate was lower than the federal statutory rate due primarily to tax credits, state income taxes and equity compensation. Our current income taxes reflect estimated state and federal income taxes due for 2026 which are based on our estimated earnings, taking into account all applicable tax rates and laws.
8
(4) NET INCOME PER COMMON SHARE
The following sets forth a reconciliation of net income to basic net income attributable to common shareholders to diluted net income attributable to common shareholders (in thousands, except per share amounts):
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income, as reported |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Participating earnings (a) |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Basic net income attributed to common shareholders |
|
|
|
|
|
|
|
|
|
|
|
||||
Reallocation of participating earnings (a) |
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted net income attributed to common shareholders |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net income per common share: |
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The following details weighted average common shares outstanding and diluted weighted average common shares outstanding (in thousands):
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Weighted average common shares outstanding – basic |
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
||||
Director and employee restricted stock and performance-based equity awards |
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding – diluted |
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding – basic for third quarter 2026 excludes
(5) INDEBTEDNESS
|
September 30, |
|
|
December 31, |
|
||
Bank debt |
$ |
|
|
$ |
|
||
Senior notes: |
|
|
|
|
|
||
|
|
|
|
|
|||
|
|
|
|
|
|||
Total senior notes |
|
|
|
|
|
||
Unamortized debt issuance costs |
|
( |
) |
|
|
( |
) |
Total debt, net of debt issuance costs |
$ |
|
|
$ |
|
||
9
Bank Debt
In October 2025, we entered into an amended and restated revolving bank facility (which we refer to as our bank debt or our bank credit facility) which is secured by substantially all of our assets and has a maturity date of
As part of our re-determination completed in March 2026, our borrowing base was reaffirmed at $
Senior Notes
In January 2026, we fully redeemed the principal balance of our
If we experience a change of control, noteholders may require us to repurchase all or a portion of our senior notes at
Guarantees
Range is a holding company that owns no operating assets and has no significant operations independent of its subsidiaries. The guarantees by our subsidiaries, which are directly or indirectly owned by Range, of our senior notes and our bank credit facility are full and unconditional and joint and several, subject to certain customary release provisions. The assets, liabilities and results of operations of Range and our guarantor subsidiaries are not materially different than our consolidated financial statements. A subsidiary guarantor may be released from its obligations under the guarantee:
(6) ASSET RETIREMENT OBLIGATIONS
Activity related to our liability for plugging and abandonment costs for the nine months ended September 30, 2026 and the year ended December 31, 2025 is as follows (in thousands):
|
Nine Months Ended |
|
|
Year Ended |
|
||
Beginning of period |
$ |
|
|
$ |
|
||
Liabilities incurred |
|
|
|
|
|
||
Liabilities settled |
|
( |
) |
|
|
( |
) |
Accretion expense |
|
|
|
|
|
||
Change in estimate |
|
|
|
|
|
||
End of period |
|
|
|
|
|
||
Less current portion |
|
( |
) |
|
|
( |
) |
Long-term asset retirement obligations |
$ |
|
|
$ |
|
||
10
(7) DERIVATIVE ACTIVITIES
The following table sets forth our commodity-based derivative volumes, weighted average hedge prices and fair market values by year and instrument type as of September 30, 2026, excluding our basis swaps which are discussed separately below. Weighted average hedge prices are shown on a per Mmbtu basis for natural gas instruments and per barrel basis for oil and NGLs instruments. All fair values presented in the table below utilize Level 2 inputs except for C3 (propane) collars, which utilize Level 3 inputs. All fair market values ("FMV") are presented in thousands:
Period |
|
Contract Type |
|
Volume Hedged |
|
|
Weighted Average Hedge Price |
|
|
FMV |
|
|||||||||||||||||
|
|
|
|
|
|
Swap |
|
|
Sold Put |
|
|
Floor |
|
|
Ceiling |
|
|
|
|
|||||||||
Natural Gas (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Oct - Dec 2026 |
|
Swaps |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
Oct - Dec 2026 |
|
Three-way Collars |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
||||||
2027 |
|
Swaps |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||
2027 |
|
Three-way Collars |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
||||||
2028 |
|
Collars |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
||||||
2028 |
|
Three-way Collars |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|||||
2029 |
|
Three-way Collars |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Oil |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Oct - Dec 2026 |
|
Three-way Collars |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
NGLs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Oct - Dec 2026 |
|
C3 Collars |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|||||
Oct - Dec 2026 |
|
C4 Swaps |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|||||
Oct - Dec 2026 |
|
C5 Swaps |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
|||||
Jan - Mar 2027 |
|
C3 Collars |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|||||
Basis Swap Contracts
In addition to the commodity derivatives described above, as of September 30, 2026, we had natural gas basis swap contracts which lock in the differential between NYMEX Henry Hub and certain of our physical pricing indices. These contracts settle through December 2030 and include a total volume of
Derivative Assets and Liabilities
The combined fair value of derivatives included in the accompanying consolidated balance sheets as of September 30, 2026 and December 31, 2025 is summarized below. The assets and liabilities are netted where derivatives with both gain and loss positions are held by a single counterparty and we have master netting arrangements. The tables below provide additional information relating to our master netting arrangements with our derivative counterparties (in thousands):
|
September 30, |
|
|
December 31, |
|
||
Derivative assets: |
|
|
|
|
|
||
Gross amounts of recognized assets |
$ |
|
|
$ |
|
||
Gross amounts offset in the consolidated balance sheets |
|
( |
) |
|
|
( |
) |
Net amounts of assets presented in the consolidated balance sheets |
$ |
|
|
$ |
|
||
|
September 30, |
|
|
December 31, |
|
||
Derivative (liabilities): |
|
|
|
|
|
||
Gross amounts of recognized (liabilities) |
$ |
( |
) |
|
$ |
( |
) |
Gross amounts offset in the consolidated balance sheets |
|
|
|
|
|
||
Net amounts of (liabilities) presented in the consolidated balance sheets |
$ |
( |
) |
|
$ |
( |
) |
11
Derivative Fair Value Income (Loss)
The effects of our derivatives on our consolidated statements of income are summarized below (in thousands):
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Natural gas derivatives |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NGLs derivatives |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Oil derivatives |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Total derivative fair value income |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(8) FAIR VALUE MEASUREMENTS
The Company follows the authoritative guidance for measuring fair value of assets and liabilities in its financial statements. For further information on the fair value hierarchy, refer to Note 2 of the Notes to the Consolidated Financial Statements in the Form 10-K. As of September 30, 2026, a portion of our natural gas derivative instruments contain swaptions where the counterparty has the right, but not the obligation, to enter into a fixed price swap on a pre-determined date. If exercised, the swaption contract becomes a swap treated consistently with our fixed price swaps. As of September 30, 2026, we used a weighted average implied volatility of
|
Nine Months Ended |
|
|
Balance as of December 31, 2025 |
$ |
( |
) |
Additions |
|
( |
) |
Settlements |
|
|
|
Balance as of September 30, 2026 |
$ |
( |
) |
The following presents the carrying amounts and the fair values and hierarchy of our financial instruments as of September 30, 2026 and December 31, 2025 (in thousands):
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||||||||||
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity derivatives (a) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Marketable securities (b) |
|
|
|
|
|
|
|
|
|
|
|
||||
(Liabilities): |
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity derivatives (a) |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Bank credit facility (c) |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Deferred compensation plan (d) |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Our current assets and liabilities include financial instruments, the most significant of which are trade accounts receivable and payable. We believe the carrying values of our current assets and liabilities approximate fair value. Our fair value assessment incorporates a variety of considerations, including (1) the short-term duration of the instruments and (2) our historical and expected incurrence of bad debt expense. Our allowance for uncollectible receivables was $
12
Certain assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. Our proved natural gas and oil properties are reviewed for impairment periodically as events or changes in circumstances indicate the carrying amount may not be recoverable. There were
Concentrations of Credit Risk
As of September 30, 2026, our primary concentrations of credit risk are the risk of not collecting accounts receivable and the risk of a counterparty’s failure to perform under derivative obligations. To manage counterparty risk associated with our derivatives, we select and monitor our counterparties based on our assessment of their financial strength and/or credit ratings. Counterparty credit risk is considered when determining the fair value of our derivative contracts. While our counterparties are primarily major investment grade financial institutions, the fair value of our derivative contracts has been adjusted to account for the risk of non-performance by certain of our counterparties, which was immaterial. As of September 30, 2026, our derivative counterparties included
(9) STOCK-BASED COMPENSATION PLANS
Total Stock-Based Compensation Expense
Refer to Note 10 of the Notes to the Consolidated Financial Statements in the Form 10-K for further description of the various types of stock-based compensation awards, their valuations and their award terms. Stock-based compensation represents amortization of time-based restricted stock and performance-based awards.
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Direct operating expense |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Brokered natural gas, NGLs and marketing expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Exploration expense |
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation expense |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The mark-to-market adjustment of the liability related to the restricted stock Liability Awards held in our deferred compensation plan as recorded in deferred compensation plan expense on our consolidated statements of income is directly tied to the change in our stock price and not directly related to functional expenses and, therefore, is not allocated to the functional categories above.
Time-based - Equity Awards ("Equity Awards"). These awards are expensed ratably over the service period associated with the awards based on fair value. Fair value is based on prevailing market price on the date of grant and is expensed over a service period up to three years. We recorded compensation expense for these outstanding Equity Awards of $
Time-based - Liability Awards ("Liability Awards"). There have been no significant grants since 2022, and we have
Performance-based - TSR Awards ("TSRs" or "TSR Awards"). The fair value of the TSR Awards is estimated on the date of grant using a Monte Carlo simulation model which utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award grant and calculates the fair value of the award. Expected volatilities utilized in the model were estimated using a historical period consistent with the remaining performance period of three years. The risk-free interest rate was based on the United States Treasury rate for a term commensurate with the life of the grant.
Beginning in 2026, we granted performance awards that include (i) "relative" TSR units that will have payouts determined based on our total shareholder return relative to a peer group at the end of the performance period, which are similar to TSR grants made historically and (ii) "absolute" TSR units that will have payouts determined based on total shareholder return targets of our common stock for the performance period. We recorded compensation expense for TSR Awards of $
13
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Risk-free interest rate |
|
|
% |
|
|
% |
||
Expected annual volatility |
|
|
% |
|
|
% |
||
Grant date fair value per unit - relative TSR units |
|
$ |
|
|
$ |
|
||
Grant date fair value per unit - absolute TSR units |
|
$ |
|
|
$ |
|
||
Equity Award Summary
The following is a summary of the activity for our time-based and performance-based stock awards for the nine months ended September 30, 2026:
|
Time-Based |
|
|
Performance-Based |
|
||||||||||
|
Shares |
|
|
Weighted |
|
|
Number |
|
|
Weighted |
|
||||
Outstanding as of December 31, 2025 |
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Forfeited |
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding as of September 30, 2026 |
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Deferred Compensation Plan
The assets of our deferred compensation plan are held in a grantor trust, which we refer to as the Rabbi Trust, and are therefore available to satisfy the claims of our general creditors in the event of bankruptcy or insolvency. Our common stock held in the Rabbi Trust is accounted for as Liability Awards and is adjusted to fair value each reporting period by a charge or credit to deferred compensation plan expense on our consolidated statements of income. The Rabbi Trust held
Trading securities. Our trading securities held in the deferred compensation plan are accounted for using the mark-to-market accounting method and are included in other assets in the accompanying consolidated balance sheets. We elected to adopt the fair value option to simplify our accounting for the investments in our deferred compensation plan. Interest, dividends, and mark-to-market gains or losses are included in the changes in our deferred compensation assets and liabilities on the accompanying consolidated balance sheets. For third quarter 2026, interest and dividends were $
(10) CAPITAL STOCK
Treasury Stock
In February 2026, our Board of Directors approved an increase to our existing stock repurchase program to an aggregate $
|
Three Months Ended |
|
|
Nine Months Ended September 30, 2026 |
|
||
Beginning balance |
|
|
|
|
|
||
Shares repurchased |
|
|
|
|
|
||
Ending balance |
|
|
|
|
|
||
14
(11) EXIT COSTS
In third quarter 2020, the Company sold its North Louisiana assets and retained certain gathering, transportation and processing obligations which extend into 2030. These are contracts where we will not realize any future benefit. The estimated obligations are included in current and long-term divestiture contract obligation in our consolidated balance sheets. In the first nine months 2026, we recorded accretion expense of $
The following details the accrued exit cost liability activity for the nine months ended September 30, 2026 (in thousands):
|
Exit Costs |
|
|
Balance as of December 31, 2025 |
$ |
|
|
Accretion of discount |
|
|
|
Changes in estimate |
|
|
|
Payments |
|
( |
) |
Balance as of September 30, 2026 |
$ |
|
|
(12) SUPPLEMENTAL CASH FLOW INFORMATION
|
Nine Months Ended September 30, |
|
|||||
|
2026 |
|
|
2025 |
|
||
|
(in thousands) |
|
|||||
Net cash provided from operating activities included: |
|
|
|
|
|
||
Federal income taxes paid to taxing authorities |
$ |
( |
) |
|
$ |
( |
) |
State income taxes paid to taxing authorities (a) |
|
( |
) |
|
|
( |
) |
Interest paid |
|
( |
) |
|
|
( |
) |
Non-cash investing activities included: |
|
|
|
|
|
||
Increase in asset retirement costs capitalized |
|
|
|
|
|
||
Increase in accrued capital expenditures |
|
|
|
|
|
||
(13) COMMITMENTS AND CONTINGENCIES
Litigation
We are the subject of, or party to, various pending or threatened legal actions, administrative proceedings or investigations arising in the ordinary course of our business including, but not limited to, royalty claims, contract claims and environmental claims. While many of these matters involve inherent uncertainty, we believe that the amount of the liability, if any, ultimately incurred with respect to these actions, proceedings or claims will not have a material adverse effect on our consolidated financial position as a whole or on our liquidity, capital resources or future annual results of operations.
When deemed necessary, we establish reserves for certain legal proceedings. The establishment of a reserve is based on an estimation process that includes the advice of legal counsel and subjective judgment of management. While management believes these reserves to be adequate, it is reasonably possible we could incur additional losses with respect to those matters in which reserves have been established. We will continue to evaluate our litigation on a quarterly basis and will establish and adjust any litigation reserves as appropriate to reflect our assessment of the then current status of litigation.
We have incurred and will continue to incur capital, operating and remediation expenditures as a result of environmental laws and regulations. As of September 30, 2026, liabilities for remediation were not material. We are not aware of any environmental claims existing as of September 30, 2026 that have not been provided for or would otherwise have a material impact on our financial position or results of operations. Environmental liabilities normally involve estimates that are subject to revision until final resolution, settlement or remediation occurs.
Transportation, Gathering and Processing Contracts
In first nine months 2026, our firm transportation, gathering and processing minimum commitments over the next 15 years increased by approximately $
15
(14) SUSPENDED EXPLORATORY WELL COSTS
We capitalize exploratory well costs until a determination is made that the well has either found proved reserves or that it is impaired. Capitalized exploratory well costs are presented in natural gas and oil properties in the accompanying consolidated balance sheets. If an exploratory well is determined to be impaired, the well costs are charged to exploration expense in the accompanying consolidated statements of income.
We believe these wells exhibit sufficient quantities of natural gas to justify future development. The remaining suspended well requires completion activities and infrastructure expansion in order to classify the reserves as proved.
|
|
Nine Months Ended |
|
|
Year Ended |
|
||
|
|
(in thousands) |
|
|||||
Balance at beginning of period |
|
$ |
|
|
$ |
|
||
Additions to capitalized exploratory well costs pending proved reserves determination |
|
|
|
|
|
|
||
Reclassifications to development cost based on determination of proved reserves |
|
|
( |
) |
|
|
|
|
Capitalized exploratory well costs, charged to expense |
|
|
|
|
|
|
||
Balance at end of period |
|
$ |
|
|
$ |
|
||
Less exploratory well costs capitalized for one year or less |
|
$ |
|
|
$ |
|
||
Exploratory well costs capitalized for more than one year |
|
$ |
|
|
$ |
|
||
Number of projects with exploratory well costs capitalized for more than one year |
|
|
|
|
|
|
||
(15) NATURAL GAS AND OIL EXPLORATION, DEVELOPMENT AND PRODUCTION ACTIVITIES
Capitalized Costs and Accumulated Depreciation, Depletion and Amortization (a)
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
|
(in thousands) |
|
|||||
Natural gas, NGLs and oil properties: |
|
|
|
|
|
||
Properties subject to depreciation, depletion and amortization |
$ |
|
|
$ |
|
||
Unproved properties |
|
|
|
|
|
||
Total |
|
|
|
|
|
||
Accumulated depletion and depreciation |
|
( |
) |
|
|
( |
) |
Net capitalized costs |
$ |
|
|
$ |
|
||
Costs Incurred for Property Acquisition, Exploration and Development (b)
|
Nine Months Ended |
|
|
Year Ended |
|
||
|
(in thousands) |
|
|||||
Acquisitions: |
|
|
|
|
|
||
Acreage purchases |
$ |
|
|
$ |
|
||
Development |
|
|
|
|
|
||
Exploration: |
|
|
|
|
|
||
Drilling |
|
|
|
|
|
||
Expense |
|
|
|
|
|
||
Stock-based compensation expense |
|
|
|
|
|
||
Pipeline and facilities: |
|
|
|
|
|
||
Development |
|
|
|
|
|
||
Subtotal |
|
|
|
|
|
||
Asset retirement obligations |
|
|
|
|
|
||
Total costs incurred |
$ |
|
|
$ |
|
||
(b) Includes costs incurred whether capitalized or expensed.
16
(16) SUBSEQUENT EVENT
On October 25, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EQT Corporation (“EQT”) to combine via an all-stock merger transaction (the “Merger”). EQT is a vertically integrated American natural gas company with upstream and midstream operations focused in the Appalachian Basin. Under terms of the Merger Agreement, at closing Company shareholders will receive a fixed exchange ratio of
The Merger is expected to close during the first quarter of 2027, subject to shareholder and regulatory approvals and other customary closing conditions.
17
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview of Our Business
We are an independent natural gas, natural gas liquids and oil company engaged in the exploration, development and acquisition of natural gas, NGLs and oil properties in the Appalachian region of the United States. We operate in one segment and have a single company-wide management team that administers all properties as a whole rather than by discrete operating segments. We measure financial performance as a single enterprise and not on a geographical or an area-by-area basis.
Our overarching business objective is to build stockholder value through returns-focused development of properties. Our strategy to achieve our business objective is to generate consistent cash flows from reserves and production through internally generated drilling projects occasionally coupled with complementary acquisitions and divestitures. Currently, our investment portfolio is focused on high-quality natural gas and NGLs assets in the Commonwealth of Pennsylvania. Our revenues, profitability and future growth depend substantially on prevailing prices for natural gas, NGLs and oil and on our ability to economically find, develop, acquire, produce and sell these reserves.
Commodity prices have been and are expected to remain volatile. We believe we are well-positioned to manage challenges that could occur during price variations and that we can endure the continued fluctuations in current and future commodity prices by:
Prices for natural gas, NGLs and oil fluctuate widely and affect:
We prepare our financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect our reported results of operations and the amount of our reported assets, liabilities and proved reserves. We use the successful efforts method of accounting for our natural gas, NGLs and oil activities. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the preceding consolidated financial statements and notes in Item 1.
Merger with EQT
On October 25, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EQT Corporation (“EQT”) to combine via an all-stock merger transaction (the “Merger”). For additional information about the Merger, see Note 16 to our consolidated financial statements in Item 1 of Part I and Risk Factors in Item 1A of Part II.
Market Conditions
We believe we are positioned for sustainable long-term success. We continue to monitor the impact of the actions of OPEC and other large hydrocarbon producing nations; the Russia-Ukraine war; military action in, and flows of energy from, the Middle East; global inventories of natural gas, NGLs and oil; future U.S. infrastructure investment; future monetary and fiscal policy; tariffs and their impacts on global trade and energy demand; and governmental policies aimed at the energy sector, including those focused on transitioning towards lower carbon energy. We expect prices for the commodities we produce to remain volatile given the complex dynamics of supply and demand that exist in the global energy markets. Longer-term natural gas futures prices remain constructive based on market expectations of continued liquefied natural gas ("LNG") export expansion and increasing global power demand, while associated gas-related activity in oil basins and dry gas basin activity are expected to show modest rates of growth due to infrastructure constraints, moderated reinvestment rates and inventory deterioration. In addition, the global energy shortage experienced in recent years and geopolitical disruptions of energy flows from key producing regions further highlighted the need for affordable and reliable fuel sources, supporting continued strong structural demand growth for U.S. LNG exports, as well as domestic electricity generation. Other factors such as supply chain disruptions, cost inflation, concerns over a potential economic recession and the pace of changes in global monetary policy
18
may impact global demand for natural gas, NGLs and oil. We continue to assess and monitor the impact of these factors on our business and operations.
Benchmarks decreased for natural gas and increased for NGLs and oil in third quarter 2026 when compared to the same period of the prior year. In the third quarter 2026, average natural gas prices decreased year-over-year primarily due to U.S. production growth and uncertain forecasts of winter weather related demand. Conversely, NGLs and oil prices rose due to global demand for U.S production. Benchmarks increased for natural gas, oil and NGLs in first nine months 2026 when compared to the same period of the prior year.
The following table lists related benchmarks for natural gas, oil and NGLs composite prices for the three and nine months ended September 30, 2026 and 2025:
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Benchmarks: |
|
|
|
|
|
|
|
|
|
|
|
||||
Average NYMEX prices (a) |
|
|
|
|
|
|
|
|
|
|
|
||||
Natural gas (per mcf) |
$ |
2.95 |
|
|
$ |
3.07 |
|
|
$ |
3.57 |
|
|
$ |
3.39 |
|
Oil (per bbl) |
|
85.60 |
|
|
|
64.98 |
|
|
|
83.57 |
|
|
|
66.32 |
|
Mont Belvieu NGLs composite (per gallon) (b) |
|
0.62 |
|
|
|
0.52 |
|
|
|
0.59 |
|
|
|
0.57 |
|
Prices for natural gas, NGLs and oil that we produce significantly impact our revenues and cash flows. Our price realizations (not including the impact of our derivatives) may differ from these benchmarks for many reasons, including quality, location or production being sold at different indices.
Consolidated Results of Operations
Overview of Third Quarter 2026 Results
In third quarter 2026, we experienced an increase in revenue from the sale of natural gas, NGLs and oil compared to the same quarter of 2025, due to a 5% increase in net realized prices (average prices including all derivative settlements and third-party transportation costs paid by us) combined with a 12% increase in total production.
During third quarter 2026, we recognized net income of $175.3 million, or $0.75 per diluted common share compared to net income of $144.3 million, or $0.60 per diluted common share during third quarter 2025. The higher net income in third quarter 2026 compared to third quarter 2025 is primarily due to increased realized prices combined with an increase in production.
Our third quarter 2026 financial and operating performance included the following results:
Third quarter 2026 also included the following returns of capital and balance sheet highlights:
We generated $307.6 million of cash from operating activities in third quarter 2026, an increase of $60.1 million from third quarter 2025, which reflects the impact of higher realized prices.
19
Overview of First Nine Months 2026 Results
In first nine months 2026, we experienced an increase in revenue from the sale of natural gas, NGLs and oil compared to the same period of 2025 due to a 13% increase in net realized prices (average prices including all derivative settlements and third-party transportation costs paid by us) and a 6% increase in total production.
During first nine months 2026, we recognized net income of $712.3 million, or $3.02 per diluted common share compared to net income of $478.9 million, or $1.99 per diluted common share during the same period 2025. The higher net income in first nine months 2026 compared to first nine months 2025 is primarily due to increased realized prices combined with an increase in total production.
Our first nine months 2026 financial and operating performance included the following results:
First nine months 2026 also included the following returns of capital and balance sheet highlights:
We generated $1.2 billion of cash from operating activities in first nine months 2026, an increase of $247.9 million from first nine months 2025, which reflects the impact of higher realized prices.
Natural Gas, NGLs and Oil Sales, Production and Realized Price Calculations
Our revenues vary primarily as a result of changes in realized commodity prices and production volumes. Our revenues are generally recognized when control of the product is transferred to the customer and collectability is reasonably assured. The following table illustrates the primary components of natural gas, NGLs and oil sales for the three and nine months ended September 30, 2026 and 2025 (in thousands):
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
||||||||
Natural gas, NGLs and oil sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Natural gas |
$ |
371,772 |
|
|
$ |
361,124 |
|
|
$ |
10,648 |
|
|
|
3 |
% |
|
$ |
1,415,649 |
|
|
$ |
1,249,456 |
|
|
$ |
166,193 |
|
|
|
13 |
% |
NGLs |
|
320,962 |
|
|
|
224,375 |
|
|
|
96,587 |
|
|
|
43 |
% |
|
|
893,016 |
|
|
|
738,064 |
|
|
|
154,952 |
|
|
|
21 |
% |
Oil |
|
45,185 |
|
|
|
25,992 |
|
|
|
19,193 |
|
|
|
74 |
% |
|
|
141,593 |
|
|
|
82,529 |
|
|
|
59,064 |
|
|
|
72 |
% |
Total natural gas, NGLs and oil sales |
$ |
737,919 |
|
|
$ |
611,491 |
|
|
$ |
126,428 |
|
|
|
21 |
% |
|
$ |
2,450,258 |
|
|
$ |
2,070,049 |
|
|
$ |
380,209 |
|
|
|
18 |
% |
20
Production growth is generated as new wells are placed in production, which is partially offset by the natural decline in production of existing wells. Our production for the three and nine months ended September 30, 2026 and 2025 is set forth in the following table:
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
||||||||
Production (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Natural gas (mcf) |
|
156,406,269 |
|
|
|
141,133,949 |
|
|
|
15,272,320 |
|
|
|
11 |
% |
|
|
433,149,336 |
|
|
|
413,394,538 |
|
|
|
19,754,798 |
|
|
|
5 |
% |
NGLs (bbls) |
|
11,653,966 |
|
|
|
10,158,612 |
|
|
|
1,495,354 |
|
|
|
15 |
% |
|
|
32,139,618 |
|
|
|
30,107,652 |
|
|
|
2,031,966 |
|
|
|
7 |
% |
Oil (bbls) |
|
597,916 |
|
|
|
479,142 |
|
|
|
118,774 |
|
|
|
25 |
% |
|
|
1,928,670 |
|
|
|
1,483,512 |
|
|
|
445,158 |
|
|
|
30 |
% |
Total (mcfe) (b) |
|
229,917,561 |
|
|
|
204,960,473 |
|
|
|
24,957,088 |
|
|
|
12 |
% |
|
|
637,559,064 |
|
|
|
602,941,522 |
|
|
|
34,617,542 |
|
|
|
6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average daily production (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Natural gas (mcf) |
|
1,700,068 |
|
|
|
1,534,065 |
|
|
|
166,003 |
|
|
|
11 |
% |
|
|
1,586,628 |
|
|
|
1,514,266 |
|
|
|
72,362 |
|
|
|
5 |
% |
NGLs (bbls) |
|
126,674 |
|
|
|
110,420 |
|
|
|
16,254 |
|
|
|
15 |
% |
|
|
117,728 |
|
|
|
110,284 |
|
|
|
7,444 |
|
|
|
7 |
% |
Oil (bbls) |
|
6,499 |
|
|
|
5,208 |
|
|
|
1,291 |
|
|
|
25 |
% |
|
|
7,065 |
|
|
|
5,434 |
|
|
|
1,631 |
|
|
|
30 |
% |
Total (mcfe) (b) |
|
2,499,104 |
|
|
|
2,227,831 |
|
|
|
271,273 |
|
|
|
12 |
% |
|
|
2,335,381 |
|
|
|
2,208,577 |
|
|
|
126,804 |
|
|
|
6 |
% |
Our average realized price received (including all derivative settlements and third-party transportation costs) during third quarter 2026 was $1.91 per mcfe compared to $1.82 per mcfe in third quarter 2025. Our average realized price received (including all derivative settlements and third-party transportation costs) during first nine months 2026 was $2.35 per mcfe compared to $2.08 per mcfe in first nine months 2025. Our average realized prices (excluding derivative settlements) do not include derivative settlements or third-party transportation costs which are reported in transportation, gathering, processing and compression expense in the accompanying consolidated statements of income. Our average realized prices (including derivative settlements) do not include transportation costs where we receive net revenue proceeds from purchasers. Our average realized prices (including derivative settlements and third-party transportation costs) calculation also includes all cash settlements for derivatives. We believe computed final realized prices should include the total impact of transportation, gathering, processing and compression expense. Our average realized price calculations for three and nine months ended September 30, 2026 and 2025 are shown below:
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
||||||||
Average Prices |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average realized prices (excluding derivative settlements): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Natural gas (per mcf) |
$ |
2.38 |
|
|
$ |
2.56 |
|
|
$ |
(0.18 |
) |
|
|
(7 |
)% |
|
$ |
3.27 |
|
|
$ |
3.02 |
|
|
$ |
0.25 |
|
|
|
8 |
% |
NGLs (per bbl) |
|
27.54 |
|
|
|
22.09 |
|
|
|
5.45 |
|
|
|
25 |
% |
|
|
27.79 |
|
|
|
24.51 |
|
|
|
3.28 |
|
|
|
13 |
% |
Oil (per bbl) |
|
75.57 |
|
|
|
54.25 |
|
|
|
21.32 |
|
|
|
39 |
% |
|
|
73.41 |
|
|
|
55.63 |
|
|
|
17.78 |
|
|
|
32 |
% |
Total (per mcfe) (a) |
|
3.21 |
|
|
|
2.98 |
|
|
|
0.23 |
|
|
|
8 |
% |
|
|
3.84 |
|
|
|
3.43 |
|
|
|
0.41 |
|
|
|
12 |
% |
Average realized prices (including derivative settlements): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Natural gas (per mcf) |
$ |
2.74 |
|
|
$ |
2.96 |
|
|
$ |
(0.22 |
) |
|
|
(7 |
)% |
|
$ |
3.41 |
|
|
$ |
3.24 |
|
|
$ |
0.17 |
|
|
|
5 |
% |
NGLs (per bbl) |
|
27.47 |
|
|
|
22.48 |
|
|
|
4.99 |
|
|
|
22 |
% |
|
|
27.54 |
|
|
|
24.68 |
|
|
|
2.86 |
|
|
|
12 |
% |
Oil (per bbl) |
|
69.33 |
|
|
|
57.61 |
|
|
|
11.72 |
|
|
|
20 |
% |
|
|
64.25 |
|
|
|
57.46 |
|
|
|
6.79 |
|
|
|
12 |
% |
Total (per mcfe) (a) |
|
3.43 |
|
|
|
3.29 |
|
|
|
0.14 |
|
|
|
4 |
% |
|
|
3.90 |
|
|
|
3.59 |
|
|
|
0.31 |
|
|
|
9 |
% |
Average realized prices (including derivative settlements and third-party transportation costs paid by Range): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Natural gas (per mcf) |
$ |
1.65 |
|
|
$ |
1.84 |
|
|
$ |
(0.19 |
) |
|
|
(10 |
)% |
|
$ |
2.28 |
|
|
$ |
2.11 |
|
|
$ |
0.17 |
|
|
|
8 |
% |
NGLs (per bbl) |
|
12.11 |
|
|
|
8.42 |
|
|
|
3.69 |
|
|
|
44 |
% |
|
|
12.10 |
|
|
|
10.07 |
|
|
|
2.03 |
|
|
|
20 |
% |
Oil (per bbl) |
|
68.07 |
|
|
|
55.31 |
|
|
|
12.76 |
|
|
|
23 |
% |
|
|
63.01 |
|
|
|
55.67 |
|
|
|
7.34 |
|
|
|
13 |
% |
Total (per mcfe) (a) |
|
1.91 |
|
|
|
1.82 |
|
|
|
0.09 |
|
|
|
5 |
% |
|
|
2.35 |
|
|
|
2.08 |
|
|
|
0.27 |
|
|
|
13 |
% |
Realized prices include the impact of basis differentials and gains or losses realized from our basis hedging. The prices we receive for our natural gas can be more or less than the NYMEX price because of adjustments for delivery location, relative quality and other factors. The following table provides this impact on a per mcf basis:
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Average natural gas differentials below NYMEX |
$ |
(0.57 |
) |
|
$ |
(0.51 |
) |
|
$ |
(0.30 |
) |
|
$ |
(0.37 |
) |
Realized gains (losses) on basis hedging |
$ |
0.02 |
|
|
$ |
0.02 |
|
|
$ |
— |
|
|
$ |
(0.02 |
) |
21
The following tables reflect our production and average sales prices (excluding derivative settlements and third-party transportation costs paid by Range) (in thousands, except prices):
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
2025 |
|
|
Price |
|
|
Volume |
|
|
2026 |
|
|
2025 |
|
|
Price |
|
|
Volume |
|
|
2026 |
|
||||||||
Natural gas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Price (per mcf) |
$ |
2.56 |
|
|
$ |
(0.18 |
) |
|
$ |
— |
|
|
$ |
2.38 |
|
|
$ |
3.02 |
|
|
$ |
0.25 |
|
|
$ |
— |
|
|
$ |
3.27 |
|
Production (Mmcf) |
|
141,134 |
|
|
|
— |
|
|
|
15,272 |
|
|
|
156,406 |
|
|
|
413,395 |
|
|
|
— |
|
|
|
19,754 |
|
|
|
433,149 |
|
Natural gas sales |
$ |
361,124 |
|
|
$ |
(28,430 |
) |
|
$ |
39,078 |
|
|
$ |
371,772 |
|
|
$ |
1,249,456 |
|
|
$ |
106,485 |
|
|
$ |
59,708 |
|
|
$ |
1,415,649 |
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
2025 |
|
|
Price |
|
|
Volume |
|
|
2026 |
|
|
2025 |
|
|
Price |
|
|
Volume |
|
|
2026 |
|
||||||||
NGLs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Price (per bbl) |
$ |
22.09 |
|
|
$ |
5.45 |
|
|
$ |
— |
|
|
$ |
27.54 |
|
|
$ |
24.51 |
|
|
$ |
3.28 |
|
|
$ |
— |
|
|
$ |
27.79 |
|
Production (Mbbls) |
|
10,159 |
|
|
|
— |
|
|
|
1,495 |
|
|
|
11,654 |
|
|
|
30,108 |
|
|
|
— |
|
|
|
2,032 |
|
|
|
32,140 |
|
NGLs sales |
$ |
224,375 |
|
|
$ |
63,559 |
|
|
$ |
33,028 |
|
|
$ |
320,962 |
|
|
$ |
738,064 |
|
|
$ |
105,140 |
|
|
$ |
49,812 |
|
|
$ |
893,016 |
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
2025 |
|
|
Price |
|
|
Volume |
|
|
2026 |
|
|
2025 |
|
|
Price |
|
|
Volume |
|
|
2026 |
|
||||||||
Oil |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Price (per bbl) |
$ |
54.25 |
|
|
$ |
21.32 |
|
|
$ |
— |
|
|
$ |
75.57 |
|
|
$ |
55.63 |
|
|
$ |
17.78 |
|
|
$ |
— |
|
|
$ |
73.41 |
|
Production (Mbbls) |
|
479 |
|
|
|
— |
|
|
|
119 |
|
|
|
598 |
|
|
|
1,484 |
|
|
|
— |
|
|
|
445 |
|
|
|
1,929 |
|
Oil sales |
$ |
25,992 |
|
|
$ |
12,750 |
|
|
$ |
6,443 |
|
|
$ |
45,185 |
|
|
$ |
82,529 |
|
|
$ |
34,299 |
|
|
$ |
24,765 |
|
|
$ |
141,593 |
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
2025 |
|
|
Price |
|
|
Volume |
|
|
2026 |
|
|
2025 |
|
|
Price |
|
|
Volume |
|
|
2026 |
|
||||||||
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Price (per mcfe) |
$ |
2.98 |
|
|
$ |
0.23 |
|
|
$ |
— |
|
|
$ |
3.21 |
|
|
$ |
3.43 |
|
|
$ |
0.41 |
|
|
$ |
— |
|
|
$ |
3.84 |
|
Production (Mmcfe) |
|
204,960 |
|
|
|
— |
|
|
|
24,958 |
|
|
|
229,918 |
|
|
|
602,942 |
|
|
|
— |
|
|
|
34,617 |
|
|
|
637,559 |
|
Total natural gas, NGLs and oil sales |
$ |
611,491 |
|
|
$ |
51,970 |
|
|
$ |
74,458 |
|
|
$ |
737,919 |
|
|
$ |
2,070,049 |
|
|
$ |
261,358 |
|
|
$ |
118,851 |
|
|
$ |
2,450,258 |
|
22
Transportation, gathering, processing and compression expense was $349.9 million in third quarter 2026 compared to $301.1 million in third quarter 2025. These third-party costs were higher in third quarter 2026 compared to third quarter 2025 due to an increase in processing costs resulting from higher volumes along with higher commodity price-linked cost.
Transportation, gathering, processing and compression expense was $990.1 million in first nine months 2026 compared to $911.9 million in first nine months 2025. These third-party costs associated with NGLs were higher in first nine months 2026 compared to first nine months 2025 due to an increase in processing costs resulting from higher volumes along with higher commodity price-linked cost. Third-party costs associated with natural gas increased due to an increase in volumes and facility and equipment costs associated with gathering. We have included these costs in the calculation of average realized prices (including derivative settlements and third-party transportation expenses paid by Range). The following table summarizes transportation, gathering, processing and compression expense for the three and nine months ended September 30, 2026 and 2025 on a per mcf and per barrel basis (in thousands, except for costs per unit):
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
||||||||
Transportation, gathering |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Natural gas |
$ |
170,125 |
|
|
$ |
157,194 |
|
|
$ |
12,931 |
|
|
|
8 |
% |
|
$ |
491,422 |
|
|
$ |
469,416 |
|
|
$ |
22,006 |
|
|
|
5 |
% |
NGLs |
|
179,054 |
|
|
|
142,815 |
|
|
|
36,239 |
|
|
|
25 |
% |
|
|
496,252 |
|
|
|
439,862 |
|
|
|
56,390 |
|
|
|
13 |
% |
Oil |
|
755 |
|
|
|
1,101 |
|
|
|
(346 |
) |
|
|
(31 |
)% |
|
|
2,401 |
|
|
|
2,655 |
|
|
|
(254 |
) |
|
|
(10 |
)% |
Total |
$ |
349,934 |
|
|
$ |
301,110 |
|
|
$ |
48,824 |
|
|
|
16 |
% |
|
$ |
990,075 |
|
|
$ |
911,933 |
|
|
$ |
78,142 |
|
|
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Natural gas (per mcf) |
$ |
1.09 |
|
|
$ |
1.11 |
|
|
$ |
(0.02 |
) |
|
|
(2 |
)% |
|
$ |
1.13 |
|
|
$ |
1.14 |
|
|
$ |
(0.01 |
) |
|
|
(1 |
)% |
NGLs (per bbl) |
|
15.36 |
|
|
|
14.06 |
|
|
|
1.30 |
|
|
|
9 |
% |
|
|
15.44 |
|
|
|
14.61 |
|
|
|
0.83 |
|
|
|
6 |
% |
Oil (per bbl) |
|
1.26 |
|
|
|
2.30 |
|
|
|
(1.04 |
) |
|
|
(45 |
)% |
|
|
1.24 |
|
|
|
1.79 |
|
|
|
(0.55 |
) |
|
|
(31 |
)% |
Total (per mcfe) |
$ |
1.52 |
|
|
$ |
1.47 |
|
|
$ |
0.05 |
|
|
|
3 |
% |
|
$ |
1.55 |
|
|
$ |
1.51 |
|
|
|
0.04 |
|
|
|
3 |
% |
Derivative fair value income was $58.1 million in third quarter 2026 compared to income of $92.9 million in third quarter 2025. Derivative fair value income was $98.2 million in first nine months 2026 compared to income of $88.7 million in first nine months 2025. All of our derivatives are accounted for using the mark-to-market accounting method. Mark-to-market accounting treatment can result in more volatility of our revenues as the change in the fair value of our commodity derivative positions is included in total revenue. As commodity prices increase or decrease, such changes will have an opposite effect on the mark-to-market value of our derivatives. Gains on our derivatives generally indicate potentially lower wellhead revenues in the future while derivative losses indicate potentially higher future wellhead revenues. The following table summarizes the impact of our commodity derivatives for the three and nine months ended September 30, 2026 and 2025 (in thousands):
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Derivative fair value income per consolidated statements of income |
$ |
58,118 |
|
|
$ |
92,946 |
|
|
$ |
98,229 |
|
|
$ |
88,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-cash fair value income (loss): (a) |
|
|
|
|
|
|
|
|
|
|
|
||||
Natural gas derivatives |
$ |
11,032 |
|
|
$ |
33,981 |
|
|
$ |
63,260 |
|
|
$ |
(9,336 |
) |
NGLs derivatives |
|
(4,763 |
) |
|
|
(1,229 |
) |
|
|
(2,983 |
) |
|
|
— |
|
Oil derivatives |
|
(6 |
) |
|
|
(1,839 |
) |
|
|
103 |
|
|
|
— |
|
Total non-cash fair value income (loss) (a) |
$ |
6,263 |
|
|
$ |
30,913 |
|
|
$ |
60,380 |
|
|
$ |
(9,336 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net cash receipt (payment) on derivative settlements: |
|
|
|
|
|
|
|
|
|
|
|
||||
Natural gas derivatives |
$ |
56,384 |
|
|
$ |
56,420 |
|
|
$ |
63,504 |
|
|
$ |
90,263 |
|
NGLs derivatives |
|
(797 |
) |
|
|
4,000 |
|
|
|
(7,986 |
) |
|
|
5,096 |
|
Oil derivatives |
|
(3,732 |
) |
|
|
1,613 |
|
|
|
(17,669 |
) |
|
|
2,713 |
|
Total net cash receipt |
$ |
51,855 |
|
|
$ |
62,033 |
|
|
$ |
37,849 |
|
|
$ |
98,072 |
|
23
Brokered natural gas, NGLs and marketing revenue was $46.5 million in third quarter 2026 compared to $43.8 million in third quarter 2025, which is primarily the result of higher broker natural gas sales volumes (volumes not related to our production) slightly offset by lower broker natural gas sales prices. Brokered natural gas, NGLs and marketing revenue was $161.2 million in first nine months 2026 compared to $131.2 million in first nine months 2025, which is the result of higher broker natural gas sales volumes (volumes not related to our production) slightly offset by lower broker natural gas sales prices. We continue to optimize our transportation portfolio using these volumes. See also Brokered natural gas, NGLs and marketing expense below for more information on our net brokered margin.
Other income was $266,000 in third quarter 2026 compared to $284,000 in third quarter 2025. This includes $39,000 of interest income and a $3,000 gain on sale of assets in third quarter 2026 compared to $52,000 of interest income and a $6,000 loss on sale of assets in third quarter 2025. Other income was $832,000 in first nine months 2026 compared to $5.3 million in first nine months 2025. This includes $121,000 of interest income and a $32,000 gain on sale of assets in first nine months 2026 compared to $4.9 million of interest income and a $158,000 gain on sale of assets in first nine months 2025.
Operating Costs per Mcfe
We believe some of our expense fluctuations are best analyzed on a unit-of-production or per mcfe basis. The following table presents information about certain of our expenses on a per mcfe basis for the three and nine months ended September 30, 2026 and 2025:
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
||||||||
Direct operating expense |
$ |
0.13 |
|
|
$ |
0.12 |
|
|
$ |
0.01 |
|
|
|
8 |
% |
|
$ |
0.14 |
|
|
$ |
0.12 |
|
|
$ |
0.02 |
|
|
|
17 |
% |
Taxes other than income |
|
0.03 |
|
|
|
0.04 |
|
|
|
(0.01 |
) |
|
|
(25 |
)% |
|
|
0.03 |
|
|
|
0.04 |
|
|
|
(0.01 |
) |
|
|
(25 |
)% |
General and administrative expense |
|
0.21 |
|
|
|
0.22 |
|
|
|
(0.01 |
) |
|
|
(5 |
)% |
|
|
0.22 |
|
|
|
0.21 |
|
|
|
0.01 |
|
|
|
5 |
% |
Interest expense |
|
0.06 |
|
|
|
0.12 |
|
|
|
(0.06 |
) |
|
|
(50 |
)% |
|
|
0.08 |
|
|
|
0.13 |
|
|
|
(0.05 |
) |
|
|
(38 |
)% |
Depletion, depreciation and amortization expense |
|
0.44 |
|
|
|
0.46 |
|
|
|
(0.02 |
) |
|
|
(4 |
)% |
|
|
0.44 |
|
|
|
0.46 |
|
|
|
(0.02 |
) |
|
|
(4 |
)% |
Direct operating expense was $30.9 million in third quarter 2026 compared to $23.8 million in third quarter 2025. Direct operating expenses include normally recurring expenses to operate and produce our wells, non-recurring workover costs and repair-related expenses. Our direct operating costs increased in third quarter 2026 primarily due to increased water hauling costs due to higher diesel prices and higher workovers. We completed workovers at a cost of $1.8 million in third quarter 2026 compared to $1.0 million in third quarter 2025.
Direct operating expense was $87.4 million in first nine months 2026 compared to $72.3 million in first nine months 2025. Our direct operating costs increased in first nine months 2026 primarily due to increased water hauling costs due to higher diesel prices, higher workovers and higher equipment maintenance. We completed workovers at a cost of $4.2 million workover costs in first nine months 2026 compared to $2.6 million in first nine months 2025. The following table summarizes direct operating expense per mcfe for the three and nine months ended September 30, 2026 and 2025:
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
||||||||
Direct operating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Lease operating expense |
$ |
0.12 |
|
|
$ |
0.11 |
|
|
$ |
0.01 |
|
|
|
9 |
% |
|
$ |
0.13 |
|
|
$ |
0.12 |
|
|
$ |
0.01 |
|
|
|
8 |
% |
Workovers |
|
0.01 |
|
|
|
— |
|
|
|
0.01 |
|
|
|
100 |
% |
|
|
0.01 |
|
|
|
— |
|
|
|
0.01 |
|
|
|
100 |
% |
Stock-based compensation |
|
— |
|
|
|
0.01 |
|
|
|
(0.01 |
) |
|
|
(100 |
)% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
% |
Total direct operating expense |
$ |
0.13 |
|
|
$ |
0.12 |
|
|
$ |
0.01 |
|
|
|
8 |
% |
|
$ |
0.14 |
|
|
$ |
0.12 |
|
|
$ |
0.02 |
|
|
|
17 |
% |
Taxes other than income expense is predominantly comprised of the Pennsylvania impact fee which functions as a tax on unconventional natural gas and oil production in Pennsylvania. This impact fee was $7.0 million in third quarter 2026 compared to $7.9 million in third quarter 2025 and $19.4 million in first nine months 2026 compared to $22.2 million in first nine months 2025. The impact fee is based on drilling activities and is adjusted based on prevailing natural gas prices, which is consistent with the prior year. This category also includes franchise, real estate and other applicable taxes. The following table summarizes taxes other than income per mcfe for the three and nine months ended September 30, 2026 and 2025:
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
||||||||
Taxes other than income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Impact fee |
$ |
0.03 |
|
|
$ |
0.04 |
|
|
$ |
(0.01 |
) |
|
|
(25 |
)% |
|
$ |
0.03 |
|
|
$ |
0.04 |
|
|
$ |
(0.01 |
) |
|
|
(25 |
)% |
Other |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
% |
Total taxes other than income |
$ |
0.03 |
|
|
$ |
0.04 |
|
|
$ |
(0.01 |
) |
|
|
(25 |
)% |
|
$ |
0.03 |
|
|
$ |
0.04 |
|
|
$ |
(0.01 |
) |
|
|
(25 |
)% |
24
General and administrative ("G&A") expense was $47.7 million in third quarter 2026 compared to $44.7 million in third quarter 2025. The third quarter 2026 increase of $3.0 million compared to the same period of 2025 is primarily due to higher employee-related costs slightly offset by lower legal expenses.
G&A expense was $140.7 million in first nine months 2026 compared to $128.5 million in first nine months 2025. The increase of $12.2 million is primarily due to higher employee-related costs, software costs and office rent expense. The following table summarizes G&A expense on a per mcfe basis for the three and nine months ended September 30, 2026 and 2025:
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
||||||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
General and administrative |
$ |
0.16 |
|
|
$ |
0.17 |
|
|
$ |
(0.01 |
) |
|
|
(6 |
)% |
|
$ |
0.17 |
|
|
$ |
0.16 |
|
|
$ |
0.01 |
|
|
|
6 |
% |
Stock-based compensation |
|
0.05 |
|
|
|
0.05 |
|
|
|
— |
|
|
|
— |
% |
|
|
0.05 |
|
|
|
0.05 |
|
|
|
— |
|
|
|
— |
% |
Total general and administrative expense |
$ |
0.21 |
|
|
$ |
0.22 |
|
|
$ |
(0.01 |
) |
|
|
(5 |
)% |
|
$ |
0.22 |
|
|
$ |
0.21 |
|
|
$ |
0.01 |
|
|
|
5 |
% |
Interest expense was $14.6 million in third quarter 2026 compared to $24.3 million in third quarter 2025. Interest expense was $48.5 million in first nine months 2026 compared to $80.2 million in first nine months 2025. The following table presents information about interest expense per mcfe for the three and nine months ended September 30, 2026 and 2025:
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
||||||||
Bank credit facility (a) |
$ |
0.03 |
|
|
$ |
0.02 |
|
|
$ |
0.01 |
|
|
|
50 |
% |
|
$ |
0.04 |
|
|
$ |
0.01 |
|
|
$ |
0.03 |
|
|
|
300 |
% |
Senior notes |
|
0.03 |
|
|
|
0.09 |
|
|
|
(0.06 |
) |
|
|
(67 |
)% |
|
|
0.03 |
|
|
|
0.11 |
|
|
|
(0.08 |
) |
|
|
(73 |
)% |
Amortization of debt issuance costs and other |
|
— |
|
|
|
0.01 |
|
|
|
(0.01 |
) |
|
|
(100 |
)% |
|
|
0.01 |
|
|
|
0.01 |
|
|
|
— |
|
|
|
— |
% |
Total interest expense |
$ |
0.06 |
|
|
$ |
0.12 |
|
|
$ |
(0.06 |
) |
|
|
(50 |
)% |
|
$ |
0.08 |
|
|
$ |
0.13 |
|
|
$ |
(0.05 |
) |
|
|
(38 |
)% |
Average debt outstanding ($000) |
$ |
900,151 |
|
|
$ |
1,278,826 |
|
|
$ |
(378,675 |
) |
|
|
(30 |
)% |
|
$ |
1,003,303 |
|
|
$ |
1,495,083 |
|
|
$ |
(491,780 |
) |
|
|
(33 |
)% |
Average interest rate (b) |
|
6.1 |
% |
|
|
7.3 |
% |
|
|
(1.2 |
)% |
|
|
(16 |
)% |
|
|
6.1 |
% |
|
|
6.8 |
% |
|
|
(0.7 |
)% |
|
|
(10 |
)% |
The decrease in interest expense for three and nine months ended September 30, 2026 compared to the same periods of 2025 was primarily due to lower average outstanding debt balances and lower average interest rates. In January 2026, we repaid the $600 million principal balance of our 8.25% senior notes due 2029 by utilizing borrowings on our credit facility. In May 2025, we repaid the remaining principal balance of $606.5 million of our 4.875% senior notes due 2025 by utilizing cash on hand and borrowing on our credit facility. We had $294.0 million outstanding on the bank credit facility as of September 30, 2026 compared to $129.0 million outstanding for the same period of 2025.
Depletion, depreciation and amortization ("DD&A") expense was $102.0 million in third quarter 2026 compared to $93.8 million in third quarter 2025 and $283.7 million in first nine months 2026 compared to $275.9 million in first nine months 2025. This increase in expense for the quarter and nine months ended September 30, 2026 compared to the same periods of the prior year was due to higher production volumes slightly offset by lower depletion rates. Depletion expense, the largest component of DD&A expense, was $0.43 per mcfe in third quarter 2026 and first nine months 2026 compared to $0.45 per mcfe in the same periods of 2025. We have historically adjusted our depletion rates in the fourth quarter of each year based on the year-end reserve report and at other times during the year when circumstances indicate there has been a significant change in reserves or costs. The following table summarizes DD&A expense per mcfe for the three and nine months ended September 30, 2026 and 2025:
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
||||||||
DD&A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depletion and amortization |
$ |
0.43 |
|
|
$ |
0.45 |
|
|
$ |
(0.02 |
) |
|
|
(4 |
)% |
|
$ |
0.43 |
|
|
$ |
0.45 |
|
|
$ |
(0.02 |
) |
|
|
(4 |
)% |
Depreciation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
% |
Accretion and other |
|
0.01 |
|
|
|
0.01 |
|
|
|
— |
|
|
|
— |
% |
|
|
0.01 |
|
|
|
0.01 |
|
|
|
— |
|
|
|
— |
% |
Total DD&A expense |
$ |
0.44 |
|
|
$ |
0.46 |
|
|
$ |
(0.02 |
) |
|
|
(4 |
)% |
|
$ |
0.44 |
|
|
$ |
0.46 |
|
|
$ |
(0.02 |
) |
|
|
(4 |
)% |
25
Other Operating Expenses
Our total operating expenses also include other expenses that generally do not trend with production. These expenses include stock-based compensation, brokered natural gas, NGLs and marketing expense, exploration expense, abandonment and impairment of unproved properties, exit costs, deferred compensation plan expense and gain on early extinguishment of debt. Stock-based compensation includes the amortization of restricted stock grants and performance units. See Note 9 to our consolidated financial statements for more information on allocation of stock-based compensation by functional expense categories.
Brokered natural gas, NGLs and marketing expense was $48.2 million in third quarter 2026 compared to $48.9 million in third quarter 2025 which is primarily the result of higher broker natural gas sales volumes (volumes not related to our production) slightly offset by lower broker natural gas sales prices. Brokered natural gas, NGLs and marketing expense was $165.7 million in first nine months 2026 compared to $142.1 million in first nine months 2025 which is primarily the result of higher broker natural gas sales volumes (volumes not related to our production) slightly offset by lower broker natural gas sales prices. The following table details our brokered natural gas, NGLs and marketing net margin for the three and nine months ended September 30, 2026 and 2025 (in thousands):
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Brokered natural gas, NGLs and marketing |
|
|
|
|
|
|
|
|
|
|
|
||||
Brokered natural gas sales |
$ |
42,890 |
|
|
$ |
41,602 |
|
|
$ |
149,625 |
|
|
$ |
124,438 |
|
Brokered NGLs sales |
|
1,425 |
|
|
|
758 |
|
|
|
5,118 |
|
|
|
2,289 |
|
Other marketing revenue |
|
2,208 |
|
|
|
1,447 |
|
|
|
6,505 |
|
|
|
4,497 |
|
Brokered natural gas purchases and transportation |
|
(43,329 |
) |
|
|
(44,695 |
) |
|
|
(150,874 |
) |
|
|
(130,522 |
) |
Brokered NGLs purchases |
|
(1,279 |
) |
|
|
(683 |
) |
|
|
(4,991 |
) |
|
|
(2,048 |
) |
Other marketing expense |
|
(3,598 |
) |
|
|
(3,504 |
) |
|
|
(9,801 |
) |
|
|
(9,498 |
) |
Brokered natural gas, NGLs and marketing net margin |
$ |
(1,683 |
) |
|
$ |
(5,075 |
) |
|
$ |
(4,418 |
) |
|
$ |
(10,844 |
) |
Exploration expense was $6.0 million in third quarter 2026 compared to $8.1 million in third quarter 2025 primarily due to lower delay rentals. Exploration expense was $18.5 million in first nine months 2026 compared to $22.4 million in first nine months 2025 primarily due to lower delay rentals. The following table details our exploration expense for the three and nine months ended September 30, 2026 and 2025 (in thousands):
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% |
|
||||||||
Exploration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Delay rentals and other |
$ |
3,938 |
|
|
$ |
5,397 |
|
|
$ |
(1,459 |
) |
|
|
(27 |
)% |
|
$ |
12,447 |
|
|
$ |
16,056 |
|
|
$ |
(3,609 |
) |
|
|
(22 |
)% |
Seismic |
|
410 |
|
|
|
866 |
|
|
|
(456 |
) |
|
|
(53 |
)% |
|
|
430 |
|
|
|
994 |
|
|
|
(564 |
) |
|
|
(57 |
)% |
Personnel expense |
|
1,209 |
|
|
|
1,557 |
|
|
|
(348 |
) |
|
|
(22 |
)% |
|
|
4,488 |
|
|
|
4,376 |
|
|
|
112 |
|
|
|
3 |
% |
Stock-based compensation expense |
|
396 |
|
|
|
285 |
|
|
|
111 |
|
|
|
39 |
% |
|
|
1,116 |
|
|
|
998 |
|
|
|
118 |
|
|
|
12 |
% |
Total exploration expense |
$ |
5,953 |
|
|
$ |
8,105 |
|
|
$ |
(2,152 |
) |
|
|
(27 |
)% |
|
$ |
18,481 |
|
|
$ |
22,424 |
|
|
$ |
(3,943 |
) |
|
|
(18 |
)% |
Abandonment and impairment of unproved properties expense was $5.8 million in third quarter 2026 compared to $4.9 million in third quarter 2025. Abandonment and impairment of unproved properties expense was $14.2 million in first nine months 2026 compared to $16.3 million in first nine months 2025. Abandonment and impairment of unproved properties for third quarter 2026 increased compared to the same period of 2025 due to higher expected lease expirations in Pennsylvania and first nine months 2026 decreased compared to the same period of 2025 due to lower than expected lease expirations in Pennsylvania. When we do not intend to drill on a property prior to expiration, we have allowed acreage to expire. We also expect to strategically allow expirations in the future, as we believe certain acreage needed for our future development plans can be efficiently leased again prior to development.
Exit costs were $6.3 million in third quarter 2026 compared to $8.1 million in third quarter 2025. Exit costs were $22.9 million in first nine months 2026 compared to $25.5 million in first nine months 2025. These costs are associated with normal accretion expense primarily related to retained liabilities for certain gathering, transportation and processing obligations extending through 2030. There was an additional $2.9 million of exit costs incurred in second quarter 2026 associated with the change in expected throughput volumes associated with this obligation.
Deferred compensation plan had a gain of $52,000 in third quarter 2026 compared to a gain of $765,000 in third quarter 2025. Deferred compensation plan expense was $735,000 in first nine months 2026 compared to an expense of $2.0 million in first nine months 2025. This non-cash item relates to the increase or decrease in value of the liability associated with our common stock that is vested and held in our deferred compensation plan. The deferred compensation liability is adjusted to fair value by a charge or a credit to deferred compensation plan expense based on the number of vested shares in the plan at the time. The change in both periods is related to the change in Range stock price at the end of each period combined with fewer shares being held within the deferred compensation plan. The deferred compensation plan held 195,000 shares (186,000 vested shares) of Range common stock as of September 30, 2026 compared to
26
266,000 shares (258,000 vested shares) as of September 30, 2025.
Income tax expense was $48.7 million in third quarter 2026 compared to an expense of $39.0 million in third quarter 2025. Income tax expense was $193.5 million in first nine months 2026 compared to an expense of $116.2 million in first nine months 2025. The 2026 effective tax rates were not materially different than the federal statutory rate. The 2025 effective tax rates were different than the statutory tax rates due to tax credits, state income taxes and equity compensation.
Management’s Discussion and Analysis of Financial Condition, Capital Resources and Liquidity
Commodity prices are the most significant factor impacting our revenues, net income, operating cash flows, and the amount of capital we have available to invest in our business, pay dividends and fund share or debt repurchases. Commodity prices have been and are expected to remain volatile. Our top priorities for using cash provided by operations are to fund our capital program, return capital to stockholders and maintain a strong balance sheet while making prudent investments in our business. We currently believe we have sufficient liquidity and capital resources to execute our business plan for the foreseeable future and across a wide range of commodity price scenarios. We continue to manage the duration and level of our drilling and completion commitments in order to maintain flexibility with regard to our activity level and capital expenditures.
Cash Flows
The following table presents sources and uses of cash and cash equivalents for the nine months ended September 30, 2026 and 2025 (in thousands):
|
Nine Months Ended September 30, |
|
|||||
|
2026 |
|
|
2025 |
|
||
Sources of cash and cash equivalents |
|
|
|
|
|
||
Operating activities |
$ |
1,161,752 |
|
|
$ |
913,818 |
|
Disposal of assets |
|
67 |
|
|
|
161 |
|
Borrowings on credit facility |
|
2,262,000 |
|
|
|
885,000 |
|
Other |
|
12,370 |
|
|
|
35,144 |
|
Total sources of cash and cash equivalents |
$ |
3,436,189 |
|
|
$ |
1,834,123 |
|
|
|
|
|
|
|
||
Uses of cash and cash equivalents |
|
|
|
|
|
||
Additions to natural gas, NGLs and oil properties |
$ |
(506,436 |
) |
|
$ |
(433,415 |
) |
Repayments on credit facility |
|
(2,086,000 |
) |
|
|
(756,000 |
) |
Acreage purchases |
|
(21,192 |
) |
|
|
(51,499 |
) |
Additions to field service assets and other |
|
(9,875 |
) |
|
|
(2,036 |
) |
Repayment of senior notes |
|
(608,250 |
) |
|
|
(608,699 |
) |
Treasury stock purchases |
|
(105,476 |
) |
|
|
(176,613 |
) |
Dividends paid |
|
(70,834 |
) |
|
|
(64,437 |
) |
Other |
|
(28,318 |
) |
|
|
(45,739 |
) |
Total uses of cash and cash equivalents |
$ |
(3,436,381 |
) |
|
$ |
(2,138,438 |
) |
Sources of Cash and Cash Equivalents
Cash flows provided from operating activities in first nine months 2026 were $1.2 billion compared to $913.8 million in first nine months 2025. Cash provided from operating activities is largely dependent upon commodity prices and production volumes, net of the effects of settlement of our derivative contracts. As of September 30, 2026, we have hedged more than 30% of our projected production for the remainder of 2026. Changes in working capital (as reflected in our consolidated statements of cash flows) for first nine months 2026 was a negative $46.4 million compared to a negative $41.8 million for first nine months 2025.
Borrowings on credit facility in first nine months 2026 were $2.3 billion, of which $608.3 million was utilized for the early redemption of principal of our 8.25% senior notes due 2029. Borrowings net of repayments on the credit facility for first nine months 2026 brought the credit facility balance to $294.0 million as of September 30, 2026.
Uses of Cash and Cash Equivalents
Additions to natural gas, NGLs and oil properties for first nine months 2026 were consistent with expectations relative to our announced 2026 capital budget.
Repayment of senior notes for first nine months 2026 includes the early redemption of principal of our 8.25% senior notes due 2029 through utilization of borrowings on our credit facility.
Treasury stock purchases for first nine months 2026 include the repurchase and settlement of 2.8 million shares for a total of $105.5 million (excluding cost of the 1% excise tax) as part of our previously announced stock repurchase program.
27
Liquidity and Capital Resources
Our main sources of liquidity are cash on hand, internally generated cash flow from operations, our bank credit facility and capital market transactions. As of September 30, 2026, we had approximately $1.5 billion of liquidity consisting of $12,000 of cash on hand and $1.5 billion available under our bank credit facility. Our borrowing base can be adjusted as a result of changes in commodity prices, acquisitions or divestitures of proved properties or financing activities. We may draw on our bank credit facility to meet short-term cash requirements.
We expect our 2026 capital program to be funded by cash flows from operations. During the nine months ended September 30, 2026, we generated $1.2 billion of cash flows from operating activities.
Bank Credit Facility
Our bank credit facility is secured by substantially all of our assets. As of September 30, 2026, we had a balance of $294.0 million on our credit facility and we maintained a borrowing base of $3.0 billion and aggregate lender commitments of $2.0 billion. We had undrawn letters of credit of $165.1 million as of September 30, 2026, which reduced our borrowing capacity under our bank credit facility.
The borrowing base is subject to regular, annual re-determinations and is dependent on a number of factors but primarily the lenders' assessment of our future cash flows. On October 2, 2025, we entered into an amended and restated revolving bank credit facility, which continues to be secured by substantially all of our assets and has a maturity date of October 2, 2030. The amended credit facility maintains a maximum facility amount of $4.0 billion and an initial borrowing base of $3.0 billion, and increased bank commitments from $1.5 billion to $2.0 billion.
We currently must comply with certain financial and non-financial covenants, including limiting dividend payments, debt incurrence and requirements that we maintain certain financial ratios (as defined in our bank credit facility agreement). We were in compliance with all such covenants as of September 30, 2026.
Capital Requirements
We use cash for the development, exploration and acquisition of natural gas properties and for the payment of gathering, transportation and processing costs, operating, general and administrative costs, taxes and debt obligations, including interest, dividends and share repurchases. Expenditures for the development, exploration and acquisition of natural gas properties are the primary use of our capital resources. During first nine months 2026, we used operating cash flows to fund $537.5 million of capital expenditures as reported in our consolidated statement of cash flows within investing activities. The amount of our future capital expenditures will depend upon a number of factors including our cash flows from operating, investing and financing activities, infrastructure availability, supply and demand fundamentals and our ability to execute our development program. In addition, the impact of commodity prices on investment opportunities, the availability of capital and the timing and results of our development activities may lead to changes in funding requirements for future development. We periodically review our budget to assess changes in current and projected cash flows, debt requirements and other factors.
We may from time to time repurchase or redeem all or portions of our outstanding debt securities for cash, through exchanges for other securities or a combination of both. Such repurchases or redemptions may be made in open market transactions and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Cash Dividend Payments
On August 28, 2026, our Board of Directors announced the approval of a dividend of $0.10 per share payable on September 25, 2026, to stockholders of record at the close of business on September 11, 2026. The determination of the amount of future dividends, if any, to be declared and paid is at the sole discretion of the Board of Directors and primarily depends on cash flow, capital expenditures, debt covenants and various other factors.
Stock Repurchase Program
In February 2026, our Board of Directors approved an increase to our existing stock repurchase program to an aggregate $1.5 billion. Our total remaining share repurchase authorization was approximately $1.4 billion as of September 30, 2026.
Other Sources of Liquidity
We have a universal shelf registration statement filed with the SEC under which we, as a well-known seasoned issuer for purposes of SEC rules, have the future ability to sell an indeterminate amount of various types of debt and equity securities.
28
Cash Contractual Obligations
Our contractual obligations include long-term debt, operating leases, derivative obligations, asset retirement obligations and transportation, processing and gathering commitments including the divestiture contractual commitment that we incurred in conjunction with the sale of our North Louisiana assets. See Note 13 to our unaudited consolidated financial statements entitled "Commitments and Contingencies" for more information on commitments.
Interest Rates
As of September 30, 2026, we had approximately $500 million of senior notes which bore a fixed interest rate of 4.75%. Bank debt totaling $294.0 million bears interest at a floating rate, which was 5.6% as of September 30, 2026.
Off-Balance Sheet Arrangements
We do not currently utilize any significant off-balance sheet arrangements with unconsolidated entities to enhance our liquidity or capital resource position, or for any other purpose. However, as is customary in the oil and gas industry, we have various contractual work commitments, some of which are described above under Cash Contractual Obligations.
Changes in Prices and Costs
Our revenues, the value of our assets and our ability to obtain bank loans or additional capital on attractive terms have been and will continue to be affected by changes in natural gas, NGLs and oil prices and the costs to produce our reserves. Natural gas, NGLs and oil prices are subject to significant fluctuations that are beyond our ability to control or predict. Certain of our costs and expenses are affected by commodity prices, general inflation and tariffs. We expect costs for the remainder of 2026 to continue to be a function of supply and demand.
Forward-Looking Statements
This Quarterly Report on Form 10-Q, including certain sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations, includes forward-looking statements concerning trends or events potentially affecting our business. Such forward-looking statements include, but are not limited to, statements regarding the proposed Merger between EQT and the Company, the expected closing of the Merger and the timing thereof and the pro forma combined company and its operations, strategies and plans, integration, debt levels and leverage ratio, capital expenditures, cash flows and anticipated uses thereof, synergies, opportunities and anticipated future performance, expected accretion to earnings and free cash flow and anticipated dividends. These statements typically contain words such as “anticipates,” “believes,” “expects,” “targets,” “plans,” “estimates,” “predicts,” “may,” “should,” “would” or similar words indicating that future outcomes are uncertain. In accordance with “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, these statements are accompanied by cautionary language identifying important factors, though not necessarily all such factors, which could cause future outcomes to differ materially from those set forth in the forward-looking statements. These important factors include, without limitation, 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 EQT shares required in the Merger; the possibility that the shareholders 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 Merger, or required governmental and regulatory approvals may delay the Merger or result in the imposition of conditions that could cause the parties to abandon the Merger; the risk that the parties may not be able to satisfy the conditions to the Merger in a timely manner or at all; risks related to disruption of management’s time from ongoing business operations due to the Merger; the risk that any announcements relating to the Merger 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 Merger; the risk of any litigation relating to the Merger; the risk that the Merger 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 Merger 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. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our current forecasts for our existing operations and do not include the potential impact of any future events, including the Merger. We undertake no obligation to publicly update or revise any forward-looking statements after the date
29
they are made, whether as a result of new information, future events or otherwise. For additional risk factors affecting our business, see Part II, Item 1A. Risk Factors of this Quarterly Report on Form 10-Q and Item 1A. Risk Factors as set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 24, 2026.
30
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. The term "market risk" refers to the risk of loss arising from adverse changes in natural gas, NGLs and oil prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market-risk exposure. All of our market-risk sensitive instruments were entered into for purposes other than trading. All accounts are U.S. dollar denominated. These risks have not materially changed and should be read in conjunction with Item 7A Quantitative and Qualitative Disclosures about Market Risk as presented in the Form 10-K.
Market Risk
We are exposed to market risks related to natural gas, NGLs and oil prices, which are difficult to predict. We employ various strategies, including the use of commodity derivative instruments, to manage the risks related to these price fluctuations. These derivative instruments apply to a varying portion of our production and provide partial price protection. These arrangements can limit the benefit to us of increases in prices but offer protection in the event of price declines. Further, if our counterparties defaulted, this protection might be limited as we might not receive the benefits of the derivatives. Realized prices are influenced by the complex dynamics of supply and demand that exist in the global energy markets. Changes in natural gas prices affect us more than changes in oil prices because approximately 64% of our December 31, 2025 proved reserves are natural gas and 1% of proved reserves are oil. In addition, a portion of our NGLs, which are 35% of proved reserves, are also impacted by changes in oil and natural gas prices. At times, we are also exposed to market risks related to changes in interest rates. These risks did not change materially from December 31, 2025 to September 30, 2026.
NGLs prices are somewhat seasonal, particularly for propane. Therefore, the relationship of NGLs prices to NYMEX WTI (or West Texas Intermediate) will vary due to product components, seasonality and geographic supply and demand. We sell NGLs in several regional U.S. markets, some of which are exported to international markets by other parties. If we are not able to sell or store NGLs or we are unable to access NGLs infrastructure, we may be required to curtail production or shift our drilling activities to dry gas areas.
Commodity Price Risk
We use commodity-based derivative contracts to manage exposures to commodity price fluctuations. We do not enter into these arrangements for speculative or trading purposes. At times, certain of our derivatives are swaps where we receive a fixed price (or a fixed percentage of a price) for our production and pay market prices to the counterparty. Our derivatives program can also include collars, which establish a minimum floor price and a predetermined ceiling price. Our program may also include a three-way collar which is a combination of three options. We have also entered into natural gas derivative instruments containing a fixed price swap and a sold option (which we refer to as a swaption). As of September 30, 2026, our derivative program includes swaps, collars, three-way collars and swaptions. The fair value of these contracts, represented by the estimated amount that would be realized upon immediate liquidation based on a comparison of the contract price and a reference price, generally NYMEX for natural gas and oil or Mont Belvieu for NGLs, was an asset of $134.6 million as of September 30, 2026. These contracts expire monthly through December 2029. For additional information on our derivative contracts, see Note 7 to the accompanying consolidated financial statements.
Other Commodity Risk
We are impacted by basis risk, caused by factors that affect the relationship between commodity futures prices reflected in derivative commodity instruments and the cash market price of the underlying commodity. Natural gas transaction prices are frequently based on industry reference prices that may vary from prices experienced in local markets. If commodity price changes in one region are not reflected in other regions, derivative commodity instruments may no longer provide the expected hedge, resulting in increased basis risk. Therefore, in addition to the swaps, collars, three-way collars and swaptions discussed above, we have entered into natural gas basis swap agreements. The price we receive for our gas production can be more or less than the NYMEX Henry Hub price because of basis adjustments, relative quality and other factors. Basis swap agreements effectively fix the basis adjustments. The fair value of the natural gas basis swaps was a liability of $8.4 million as of September 30, 2026, and they settle through December 2030.
31
Commodity Sensitivity Analysis
The following table shows the fair value of our derivatives and the hypothetical changes in fair value that would result from a 10% and a 25% change in commodity prices as of September 30, 2026. We remain at risk for possible changes in the market value of commodity derivative instruments; however, such risks should be mitigated by price changes in the underlying physical commodity (in thousands):
|
|
|
|
Hypothetical Change in Fair Value |
|
||||||||||||||
|
|
|
|
Increase in Commodity |
|
|
Decrease in Commodity |
|
|||||||||||
|
Fair Value |
|
|
10% |
|
|
25% |
|
|
10% |
|
|
25% |
|
|||||
Swaps |
$ |
104,888 |
|
|
$ |
(44,116 |
) |
|
$ |
(110,289 |
) |
|
$ |
44,116 |
|
|
$ |
110,289 |
|
Collars |
|
(1,182 |
) |
|
|
(6,618 |
) |
|
|
(17,447 |
) |
|
|
6,176 |
|
|
|
16,343 |
|
Three-way collars |
|
31,976 |
|
|
|
(28,077 |
) |
|
|
(71,252 |
) |
|
|
24,647 |
|
|
|
53,595 |
|
Basis swaps |
|
(8,352 |
) |
|
|
6,076 |
|
|
|
15,191 |
|
|
|
(6,076 |
) |
|
|
(15,191 |
) |
Swaptions |
|
(1,112 |
) |
|
|
(7,997 |
) |
|
|
(34,959 |
) |
|
|
1,090 |
|
|
|
1,112 |
|
Our commodity-based derivative contracts expose us to the credit risk of non-performance by the counterparty to the contracts. Our exposure is diversified primarily among major investment grade financial institutions and we have master netting agreements with our counterparties that provide for offsetting payables against receivables from separate derivative contracts. Our derivative contracts are with multiple counterparties to minimize our exposure to any individual counterparty. As of September 30, 2026, our derivative counterparties included seventeen financial institutions, of which twelve were secured lenders in our bank credit facility. Counterparty credit risk is considered when determining the fair value of our derivative contracts. While our counterparties are primarily major investment grade financial institutions, the fair value of our derivative contracts has been adjusted to account for the risk of non-performance by certain of our counterparties, which was immaterial.
Interest Rate Risk
As of September 30, 2026, we had total debt of approximately $794.0 million, of which $500 million, or approximately 63%, were senior notes based on fixed interest rates and the remainder was based on variable interest rates. Our bank credit facility which provides for variable interest rate borrowings had a balance of $294.0 million as of September 30, 2026 and incurred interest at a rate of 5.6% as of September 30, 2026. The 30-day SOFR rate as of September 30, 2026 was approximately 3.9%. A 1% increase in short-term interest rates on the floating-rate debt outstanding on September 30, 2026 would result in approximately $2.9 million in additional annual interest expense.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2026 at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There was no change in our system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three months ended September 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 13 to our unaudited consolidated financial statements entitled "Commitments and Contingencies" included in Part I Item 1 above for a summary of our legal proceedings, such information being incorporated herein by reference.
Environmental Proceedings
From time to time, we receive notices of violation from governmental and regulatory authorities in areas in which we operate relating to alleged violations of environmental statutes or the rules and regulations promulgated thereunder. While we cannot predict with certainty whether these notices of violation will result in fines and/or penalties, if fines and/or penalties are imposed, they may result in monetary sanctions, individually or in the aggregate, in excess of $250,000.
ITEM 1A. RISK FACTORS
We are subject to various risks and uncertainties in the course of our business. In addition to the factors discussed elsewhere in this report, you should carefully consider the risks and uncertainties described under Item 1A. Risk Factors filed in our Annual Report on Form 10-K for the year ended December 31, 2025, as supplemented by the risk factors set forth below. Each of these risk factors could adversely affect our business, financial condition, results of operations and cash flows, as well as adversely affect the value of an investment in our common stock or debt securities.
Risks Related to the Proposed Merger
The Merger may not be completed and the Merger Agreement may be terminated in accordance with its terms. On October 25, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EQT Corporation (“EQT”) to combine via an all-stock merger transaction (the “Merger”). The Merger is subject to a number of conditions to the closing, as specified in the Merger Agreement. These closing conditions include, among others, (1) the receipt of the required approvals from our shareholders and EQT’s shareholders, (2) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (3) the effectiveness of the registration statement on Form S-4 to be filed by EQT in connection with the Merger, (4) the approval for listing on the New York Stock Exchange of the EQT common stock to be issued in the Merger and (5) the absence of any governmental order or law that makes consummation of the Merger illegal or otherwise prohibited. We can provide no assurance that the required shareholder approvals will be obtained or that the required conditions to the closing will be satisfied. These conditions to the completion of the Merger, some of which are beyond our control, may not be satisfied or waived in a timely manner or at all, and, accordingly, the Merger may be delayed or may not be completed at all. In addition, either we or EQT may terminate the Merger Agreement if the Merger has not been completed within 12 months after the date of the Merger Agreement, subject to automatic extension to 18 months if the only conditions that remain unsatisfied relate to antitrust clearance or a legal restraint on completion of the Merger. Any delay in completing the Merger could cause the combined business not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Merger is successfully completed within its expected time frame.
We and EQT must obtain certain regulatory clearances to complete the Merger, which, if delayed, not granted or granted with unacceptable conditions, could prevent, substantially delay or impair the completion of the Merger, result in additional expenditures of money and resources or reduce the anticipated benefits of the Merger. At any time before or after the completion of the Merger, the U.S. Department of Justice or the Federal Trade Commission, or any state attorney general, could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including but not limited to seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Such conditions or changes and the process of obtaining regulatory clearances could have the effect of delaying or impeding the completion of the Merger or of imposing additional costs or limitations on us or EQT following the completion of the Merger, any of which might have an adverse effect on us or EQT following the completion of the Merger and may diminish the anticipated benefits of the Merger.
The termination of the Merger Agreement could negatively impact our business. If the Merger is not completed for any reason, including as a result of a failure to obtain the required approvals from our shareholders or EQT’s shareholders, our ongoing business may be adversely affected and, without realizing any of the expected benefits of having completed the Merger, we would be subject to a number of risks, including the following:
33
Our business relationships may be subject to disruption and uncertainty associated with the Merger, which could have a material adverse effect on our business, financial condition, cash flows and results of operations pending and following the Merger. Regardless of whether the Merger is completed, the announcement and pendency of the Merger could cause disruptions to our business and financial results, including as follows:
These disruptions could have a material and adverse effect on our business, financial condition, cash flows and results of operations, regardless of whether the Merger is completed, as well as a material and adverse effect on the combined company’s ability to realize the expected cost savings and other benefits of the Merger. The risk, and adverse effects, of any disruption could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement. In addition, we are dependent on the experience and industry knowledge of our officers and other key management, technical and professional personnel to execute our business plans, and the loss of key personnel could diminish the anticipated benefits of the Merger.
In addition, we have and will continue to divert significant management resources in an effort to complete the Merger. If the Merger is not completed, we will have incurred significant costs, including the diversion of management resources, for which we will have received little or no benefit.
Because the market price of EQT common stock has fluctuated and will continue to fluctuate, our shareholders cannot be sure of the value of the consideration they will receive in the Merger, if completed. If the Merger is completed, each eligible share of our common stock outstanding immediately prior to the Merger will automatically be converted into the right to receive 0.987 shares of EQT common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either EQT common stock or our common stock. The value of the EQT common stock will depend on the market price at the time the Merger is completed. Prior to completion of the Merger, the market price of EQT common stock is also expected to impact the market price of our common stock. The value of EQT common stock has fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate. Accordingly, our shareholders will not know or be able to determine the market value of the merger consideration that they would receive upon completion of the Merger. Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in EQT’s and our respective businesses, operations and prospects, market assessments of the likelihood that the Merger will be completed and the timing of the Merger and regulatory considerations. Many of these factors are beyond EQT’s and our control.
The market price for EQT common stock following the completion of the Merger may be affected by factors different from those that historically have affected or currently affect EQT common stock and our common stock. Upon completion of the Merger, our shareholders who receive EQT common stock will own interests in a combined company operating an expanded business with more assets and a different mix of liabilities. EQT’s financial position may differ from its financial position before the completion of the Merger, and the results of operations of the combined company may be affected by factors that are different from those currently affecting the results of operations of EQT and those currently affecting our results of operations. Accordingly, the market price and performance of EQT common stock is likely to be different from the performance of our common stock or EQT common stock in the absence of the Merger.
Our current shareholders will have reduced ownership and voting interest in the combined company and will exercise less influence over the combined company’s management. Based on the exchange ratio, the number of outstanding shares of our common stock and the number of outstanding shares of EQT common stock as of October 23, 2026, it is expected that immediately following the completion of the Merger, our shareholders would own approximately 27% of the issued and outstanding shares of the combined company on a fully diluted basis. As a result, our current shareholders will have less influence on the policies of the combined company than they currently have on our policies.
The Merger Agreement subjects us to restrictions on our business activities prior to the effective time of the Merger, limits our ability to pursue alternatives to the Merger and may discourage other companies from making a favorable alternative transaction proposal. The Merger Agreement restricts us from entering into certain corporate transactions and taking other specified actions without the consent of EQT, and generally requires us to continue our operations in the ordinary course, until completion of the Merger. These
34
restrictions could be in place for an extended period of time if completion of the Merger is delayed and could prevent us from pursuing attractive business opportunities that may arise prior to the completion of the Merger.
The Merger Agreement also contains provisions that may discourage a third party from submitting a competing proposal that might result in greater value to our shareholders than the Merger, or may result in a potential competing acquirer of Range proposing to pay a lower per share price to acquire us than it might otherwise have proposed to pay. These provisions include a general prohibition on us from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by our Board of Directors, entering into discussions with any third party regarding any competing proposal or offer for a competing transaction, as well as the termination fee of $423 million that may become payable by us to EQT in certain circumstances. Further, even if our Board of Directors withholds, withdraws, qualifies or modifies its recommendation with respect to the Merger-related proposals to be voted on by our shareholders, unless the Merger Agreement has been terminated in accordance with its terms, we will still be required to submit such proposals to a vote of our shareholders.
The Merger may be completed even though material adverse changes subsequent to the announcement of the Merger, such as industry-wide changes or other events, may occur. In general, either party to the Merger can refuse to complete the transaction if there is a material adverse change affecting the other party. However, some types of changes do not permit either party to refuse to complete the transaction, even if such changes would have a material adverse effect on either of the parties. For example, a worsening of our financial condition or results of operations due to a decrease in commodity prices, changes in our industry generally or changes in general economic conditions would not give EQT the right to refuse to complete the transaction. In addition, the parties have the ability, but are under no obligation, to waive any material adverse change that results in the failure of a closing condition and instead proceed with completing the transaction. If adverse changes occur and the Merger is nonetheless completed, the share price, business and financial results of the combined company may suffer.
The failure to integrate the businesses and operations of EQT and Range successfully in the expected time frame may adversely affect the combined company’s future results. The Merger involves the combination of two companies which currently operate, and until the completion of the Merger will continue to operate, as independent public companies. We can provide no assurances that our business and EQT’s business can be integrated successfully. It is possible that the integration process could result in the loss of key Range employees or key EQT employees, the loss of customers, service providers, vendors or other business counterparties, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, potential unknown liabilities and unforeseen expenses or delays associated with and following completion of the Merger or higher-than-expected integration costs and an overall post-completion integration process that takes longer than originally anticipated.
The combined business may fail to realize all of the anticipated benefits of the Merger. The success of the Merger will depend, in part, on the combined company’s ability to realize the anticipated benefits and cost savings from combining our business with EQT’s business and operational synergies. The anticipated benefits and cost savings of the Merger may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that we do not currently foresee. Some of the assumptions that have been made, such as the achievement of the anticipated benefits related to the combination of our assets and operations and the expected size, scale, inventory, cash flow generation and financial strength of the combined business, may not be realized. The integration process may result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. In addition, there could be potential unknown liabilities and unforeseen expenses associated with the Merger that could adversely impact the combined business.
Our directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of our shareholders generally. In considering the recommendation of our Board of Directors that our shareholders vote in favor of the adoption of the Merger Agreement, our shareholders should be aware of the fact that, aside from their interests as our shareholders, certain of our directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of our shareholders generally. These interests include, among others:
Our Board of Directors was aware of and considered these potential interests, among other matters, in evaluating and negotiating the Merger Agreement and the transactions contemplated therein, in approving the Merger Agreement and in recommending that our shareholders vote in favor of the adoption of the Merger Agreement.
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Potential litigation against us or EQT could result in substantial costs, an injunction preventing the completion of the Merger and/or a judgment resulting in the payment of damages. Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a lawsuit is unsuccessful, defending against these claims can result in substantial costs.
Shareholders may file lawsuits against EQT, us and/or the directors and officers of either company in connection with the Merger. These lawsuits could prevent or delay the completion of the Merger and result in significant costs to us or EQT, including any costs associated with the indemnification of directors and officers. One of the conditions to the completion of the Merger is the absence of any injunction or law that prohibits or makes illegal the completion of the Merger; consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, that injunction may delay or prevent the Merger from being completed within the expected time frame or at all. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.
We will incur significant transaction and Merger-related costs in connection with the Merger. We expect to incur a number of non-recurring costs associated with the Merger. The significant, non-recurring costs associated with the Merger include, among others, fees and expenses of financial advisors and other advisors and representatives and certain employment-related costs relating to our employees. Some of these costs have already been incurred or may be incurred regardless of whether the Merger is completed.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In 2019, our Board of Directors authorized a common stock repurchase program. In February 2026, our Board of Directors increased the authorization under the program to $1.5 billion available. Shares repurchased as of September 30, 2026 are held as treasury stock and we have approximately $1.4 billion of remaining authorization under the program. These repurchases are based on trade date, although certain purchases may not have settled until the following month.
Purchases of our common stock during third quarter 2026 are as follows:
Period |
|
Total Number |
|
|
Average Price |
|
|
Total Number |
|
|
Approximate |
|
||||
July 2026 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
1,421,648,789 |
|
August 2026 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
1,421,648,789 |
|
September 2026 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
1,421,648,789 |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
ITEM 5. OTHER INFORMATION
During third quarter 2026, no director or officer
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ITEM 6. EXHIBITS
Exhibit index
|
|
|
|
Incorporated by Reference (File No. 001-12209) |
|||||
Exhibit Number |
|
Exhibit Description |
|
Form |
|
Exhibit |
|
Filing Date |
|
|
|
|
|
|
|
|
|
|
|
3.1 |
|
Restated Certificate of Incorporation of Range Resources Corporation |
|
10-Q |
|
3.1.1 |
|
05/05/2004 |
|
|
|
|
|
|
|
|
|
|
|
3.1.1 |
|
First Amendment to Restated Certificate of Incorporation of Range Resources Corporation |
|
10-Q |
|
3.1 |
|
07/28/2005 |
|
|
|
|
|
|
|
|
|
|
|
3.1.2 |
|
Second Amendment to Restated Certificate of Incorporation of Range Resources Corporation |
|
10-Q |
|
3.1 |
|
07/24/2008 |
|
|
|
|
|
|
|
|
|
|
|
3.1.3 |
|
Third Amendment to Restated Certificate of Incorporation of Range Resources Corporation |
|
8-K |
|
3.1 |
|
05/08/2024 |
|
|
|
|
|
|
|
|
|
|
|
3.2 |
|
Amended and Restated By-laws of Range Resources Corporation |
|
8-K |
|
3.1 |
|
05/19/2016 |
|
|
|
|
|
|
|
|
|
|
|
10.1 |
|
Eighth Amended and Restated Credit Agreement, dated October 2, 2025, among Range Resources Corporation, as borrower, JPMorgan Chase Bank, N.A., as Administrative Agent and Letter of Credit Issuer, and each other Letter of Credit Issuer or Lender from time to time party thereto. |
|
8-K
|
|
10.1 |
|
10/02/2025 |
|
|
|
|
|
|
|
|
|
|
|
31.1* |
|
Certification of Chief Executive Officer of Range Resources Corporation Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2* |
|
Certification of the Chief Financial Officer of Range Resources Corporation Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1** |
|
Certification of Chief Executive Officer and President of Range Resources Corporation Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2** |
|
Certification of Chief Financial Officer of Range Resources Corporation Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101. INS* |
|
Inline XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101. SCH* |
|
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104 * |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
|
|
|
|
|
|
|
* ** |
|
Filed herewith Furnished herewith |
|
|
|
|
|
|
|
37
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: October 27, 2026
RANGE RESOURCES CORPORATION |
||
|
|
|
By: |
|
/s/ MARK S. SCUCCHI |
|
|
Mark S. Scucchi |
|
|
Executive Vice President and |
Date: October 27, 2026
RANGE RESOURCES CORPORATION |
||
|
|
|
By: |
|
/s/ ASHLEY S. KAVANAUGH |
|
|
Ashley S. Kavanaugh |
|
|
Vice President – Controller and |
38