EQT owes Range $1,148 million if its board backs out, no fee if regulators block it
EQT agreed to buy Range Resources for stock, the companies said. If regulators object, EQT must sell assets, up to a limit, and fight any suit to a final ruling. A block by itself triggers no breakup fee.
KeyVex News··5 min readFact-checked against 6 public recordsKeyVex News··5 min readFact-checked against 6 public recordsThe short versionTap to readTap to close
- A merger contract can make the buyer pay the seller if regulators block the deal. This one doesn't: its fees are owed only if a board backs out or a rival deal follows.
- So if the government blocks it on competition grounds, either side can end the deal and no fee changes hands. Before that, EQT must sell assets, up to a limit, and contest any lawsuit.
- Range holders get a fixed 0.987 EQT shares each, worth $54.91 at the Oct. 23 closes, by KeyVex's math. The value moves with EQT's stock.
- The companies expect $325 million a year of what they call synergies, from corporate costs, operations and commodity marketing, within two years, and a path to more than $600 million.
- Next: both companies report third-quarter results after the close on Oct. 27, and the antitrust filings are due by Nov. 6, by KeyVex's count.
The deal: EQT agreed on Oct. 25 to buy Range Resources for stock, both companies said before the market opened on Oct. 26.8-KRelease Each Range share becomes 0.987 EQT shares, which would leave Range's holders with about 27% of the combined company.8-K The companies put the combined company's enterprise value, which counts debt, at more than $50 billion.Release
The price: At the Oct. 23 closes, that came to $54.91 a Range share, by KeyVex's math. That is 20.6% above Range's own close, and higher than Range closed on any day in the past 10 years.Chart data
Why it matters: The companies say the deal creates America's largest vertically integrated natural gas producer, one that also owns pipelines.Release For the antitrust risk, the merger agreement, filed with EQT's 8-K report to the SEC, offers promises, not money. EQT must sell assets and fight in court if regulators object, up to a stated limit. The contract sets breakup fees of $1,148 million from EQT and $423 million from Range. If regulators block the deal anyway, neither fee is owed.Agreement
Range Resources' stock before the dealDaily close, Oct. 24, 2025 to Oct. 23, 2026 ▲ 21.0%Show chartHide chart
- 1March 27, 2026 Range's highest close in the past 10 years. $47.65. The deal's value at the Oct. 23 closes, $54.91 a share, is above it.
- 2Oct. 23, 2026 The last close before the deal. Range closes at $45.52 and EQT at $55.63. The companies sign the agreement two days later, on Oct. 25.
View the data (251 trading days)
| Date | Close | Day change |
|---|---|---|
| 2026-10-23 | $45.52 | +3.8% |
| 2026-10-22 | $43.86 | +2.1% |
| 2026-10-21 | $42.94 | −1.6% |
| 2026-10-20 | $43.63 | +0.9% |
| 2026-10-19 | $43.23 | 0.0% |
| 2026-10-16 | $43.22 | +4.3% |
| 2026-10-15 | $41.42 | −1.0% |
| 2026-10-14 | $41.84 | −1.5% |
| 2026-10-13 | $42.48 | +2.6% |
| 2026-10-12 | $41.42 | +1.3% |
| 2026-10-09 | $40.89 | +0.3% |
| 2026-10-08 | $40.77 | +2.4% |
| 2026-10-07 | $39.83 | −0.5% |
| 2026-10-06 | $40.02 | +3.5% |
| 2026-10-05 | $38.67 | +1.2% |
| 2026-10-02 | $38.23 | +1.7% |
| 2026-10-01 | $37.60 | +1.5% |
| 2026-09-30 | $37.04 | +0.4% |
| 2026-09-29 | $36.88 | −2.6% |
| 2026-09-28 | $37.86 | −1.9% |
| 2026-09-25 | $38.61 | −1.4% |
| 2026-09-24 | $39.14 | +1.0% |
| 2026-09-23 | $38.77 | +1.2% |
| 2026-09-22 | $38.32 | +1.3% |
| 2026-09-21 | $37.82 | −1.6% |
| 2026-09-18 | $38.44 | −1.7% |
| 2026-09-17 | $39.10 | +0.6% |
| 2026-09-16 | $38.85 | −7.3% |
| 2026-09-15 | $41.90 | +2.5% |
| 2026-09-14 | $40.88 | −0.7% |
| 2026-09-11 | $41.15 | −1.7% |
| 2026-09-10 | $41.88 | +0.3% |
| 2026-09-09 | $41.74 | −0.4% |
| 2026-09-08 | $41.89 | −0.3% |
| 2026-09-04 | $42.00 | −0.9% |
| 2026-09-03 | $42.37 | −0.3% |
| 2026-09-02 | $42.48 | +0.2% |
| 2026-09-01 | $42.40 | +2.6% |
| 2026-08-31 | $41.32 | −0.3% |
| 2026-08-28 | $41.46 | −0.4% |
| 2026-08-27 | $41.64 | +0.2% |
| 2026-08-26 | $41.55 | +1.4% |
| 2026-08-25 | $40.99 | −0.6% |
| 2026-08-24 | $41.25 | +0.5% |
| 2026-08-21 | $41.06 | +1.0% |
| 2026-08-20 | $40.67 | +0.9% |
| 2026-08-19 | $40.32 | +1.2% |
| 2026-08-18 | $39.86 | +1.3% |
| 2026-08-17 | $39.36 | −2.4% |
| 2026-08-14 | $40.32 | +1.0% |
| 2026-08-13 | $39.91 | −0.7% |
| 2026-08-12 | $40.18 | −1.2% |
| 2026-08-11 | $40.67 | +0.9% |
| 2026-08-10 | $40.29 | +5.3% |
| 2026-08-07 | $38.28 | −0.8% |
| 2026-08-06 | $38.57 | +1.1% |
| 2026-08-05 | $38.14 | −4.0% |
| 2026-08-04 | $39.71 | −1.6% |
| 2026-08-03 | $40.36 | +0.5% |
| 2026-07-31 | $40.14 | +1.5% |
| 2026-07-30 | $39.55 | −0.9% |
| 2026-07-29 | $39.91 | +4.3% |
| 2026-07-28 | $38.26 | +1.0% |
| 2026-07-27 | $37.88 | −2.8% |
| 2026-07-24 | $38.97 | +0.3% |
| 2026-07-23 | $38.87 | +0.3% |
| 2026-07-22 | $38.75 | +2.6% |
| 2026-07-21 | $37.75 | +2.9% |
| 2026-07-20 | $36.67 | −0.2% |
| 2026-07-17 | $36.76 | +1.5% |
| 2026-07-16 | $36.23 | +0.5% |
| 2026-07-15 | $36.05 | −1.1% |
| 2026-07-14 | $36.46 | +0.6% |
| 2026-07-13 | $36.24 | +2.1% |
| 2026-07-10 | $35.49 | −3.4% |
| 2026-07-09 | $36.73 | −1.4% |
| 2026-07-08 | $37.24 | −1.6% |
| 2026-07-07 | $37.85 | +1.5% |
| 2026-07-06 | $37.30 | −1.3% |
| 2026-07-02 | $37.81 | +2.3% |
| 2026-07-01 | $36.97 | −0.6% |
| 2026-06-30 | $37.19 | +2.3% |
| 2026-06-29 | $36.35 | −3.2% |
| 2026-06-26 | $37.57 | +3.5% |
| 2026-06-25 | $36.31 | 0.0% |
| 2026-06-24 | $36.32 | −1.1% |
| 2026-06-23 | $36.72 | −0.2% |
| 2026-06-22 | $36.78 | +1.1% |
| 2026-06-18 | $36.39 | −0.7% |
| 2026-06-17 | $36.66 | −2.3% |
| 2026-06-16 | $37.51 | +0.1% |
| 2026-06-15 | $37.46 | −2.9% |
| 2026-06-12 | $38.59 | +1.6% |
| 2026-06-11 | $38.00 | −2.9% |
| 2026-06-10 | $39.14 | +1.8% |
| 2026-06-09 | $38.45 | −1.7% |
| 2026-06-08 | $39.11 | 0.0% |
| 2026-06-05 | $39.10 | −3.4% |
| 2026-06-04 | $40.49 | +1.7% |
| 2026-06-03 | $39.82 | +0.4% |
| 2026-06-02 | $39.66 | −0.3% |
| 2026-06-01 | $39.78 | +2.1% |
| 2026-05-29 | $38.95 | −1.2% |
| 2026-05-28 | $39.41 | +0.5% |
| 2026-05-27 | $39.21 | −2.1% |
| 2026-05-26 | $40.05 | −2.4% |
| 2026-05-22 | $41.05 | −0.2% |
| 2026-05-21 | $41.14 | −2.2% |
| 2026-05-20 | $42.08 | −2.4% |
| 2026-05-19 | $43.12 | +1.8% |
| 2026-05-18 | $42.36 | −0.2% |
| 2026-05-15 | $42.46 | +2.3% |
| 2026-05-14 | $41.49 | +0.6% |
| 2026-05-13 | $41.26 | +0.9% |
| 2026-05-12 | $40.90 | −0.2% |
| 2026-05-11 | $40.97 | +1.1% |
| 2026-05-08 | $40.52 | −0.8% |
| 2026-05-07 | $40.86 | −0.8% |
| 2026-05-06 | $41.17 | −4.3% |
| 2026-05-05 | $43.04 | +0.1% |
| 2026-05-04 | $43.00 | +0.9% |
| 2026-05-01 | $42.63 | −2.0% |
| 2026-04-30 | $43.50 | +0.6% |
| 2026-04-29 | $43.26 | +0.7% |
| 2026-04-28 | $42.94 | +1.7% |
| 2026-04-27 | $42.22 | −0.3% |
| 2026-04-24 | $42.36 | −0.7% |
| 2026-04-23 | $42.64 | −1.4% |
| 2026-04-22 | $43.25 | +3.8% |
| 2026-04-21 | $41.67 | +1.3% |
| 2026-04-20 | $41.14 | −1.4% |
| 2026-04-17 | $41.71 | −1.3% |
| 2026-04-16 | $42.27 | +2.5% |
| 2026-04-15 | $41.22 | +1.3% |
| 2026-04-14 | $40.69 | −2.9% |
| 2026-04-13 | $41.90 | −2.2% |
| 2026-04-10 | $42.84 | −0.2% |
| 2026-04-09 | $42.93 | −0.9% |
| 2026-04-08 | $43.33 | −2.1% |
| 2026-04-07 | $44.25 | +1.3% |
| 2026-04-06 | $43.67 | +0.5% |
| 2026-04-02 | $43.45 | −0.1% |
| 2026-04-01 | $43.50 | −3.7% |
| 2026-03-31 | $45.18 | −2.2% |
| 2026-03-30 | $46.21 | −3.0% |
| 2026-03-27 | $47.65 | +1.8% |
| 2026-03-26 | $46.83 | +0.5% |
| 2026-03-25 | $46.59 | +1.4% |
| 2026-03-24 | $45.94 | +2.8% |
| 2026-03-23 | $44.70 | +0.5% |
| 2026-03-20 | $44.47 | −1.8% |
| 2026-03-19 | $45.28 | +4.1% |
| 2026-03-18 | $43.48 | +0.3% |
| 2026-03-17 | $43.36 | −0.5% |
| 2026-03-16 | $43.59 | +0.2% |
| 2026-03-13 | $43.51 | +1.5% |
| 2026-03-12 | $42.88 | +2.2% |
| 2026-03-11 | $41.95 | +3.2% |
| 2026-03-10 | $40.64 | −2.4% |
| 2026-03-09 | $41.62 | +0.3% |
| 2026-03-06 | $41.49 | −0.8% |
| 2026-03-05 | $41.83 | +0.7% |
| 2026-03-04 | $41.55 | +0.1% |
| 2026-03-03 | $41.52 | −0.9% |
| 2026-03-02 | $41.88 | +1.5% |
| 2026-02-27 | $41.28 | +5.6% |
| 2026-02-26 | $39.09 | −0.1% |
| 2026-02-25 | $39.13 | +1.6% |
| 2026-02-24 | $38.53 | −0.1% |
| 2026-02-23 | $38.58 | −2.8% |
| 2026-02-20 | $39.71 | +1.5% |
| 2026-02-19 | $39.14 | +4.3% |
| 2026-02-18 | $37.53 | +2.3% |
| 2026-02-17 | $36.70 | −2.3% |
| 2026-02-13 | $37.57 | +2.7% |
| 2026-02-12 | $36.58 | +0.5% |
| 2026-02-11 | $36.38 | +1.6% |
| 2026-02-10 | $35.81 | −0.6% |
| 2026-02-09 | $36.03 | −1.5% |
| 2026-02-06 | $36.57 | +1.6% |
| 2026-02-05 | $35.99 | −1.5% |
| 2026-02-04 | $36.52 | +1.0% |
| 2026-02-03 | $36.16 | +2.1% |
| 2026-02-02 | $35.41 | −6.4% |
| 2026-01-30 | $37.85 | +1.1% |
| 2026-01-29 | $37.45 | +1.9% |
| 2026-01-28 | $36.74 | +2.8% |
| 2026-01-27 | $35.75 | −2.6% |
| 2026-01-26 | $36.69 | +1.0% |
| 2026-01-23 | $36.34 | +0.6% |
| 2026-01-22 | $36.12 | −0.3% |
| 2026-01-21 | $36.24 | +3.8% |
| 2026-01-20 | $34.91 | +1.5% |
| 2026-01-16 | $34.41 | +2.4% |
| 2026-01-15 | $33.60 | +0.5% |
| 2026-01-14 | $33.43 | −0.9% |
| 2026-01-13 | $33.74 | +0.3% |
| 2026-01-12 | $33.65 | +0.6% |
| 2026-01-09 | $33.45 | −1.3% |
| 2026-01-08 | $33.90 | −2.2% |
| 2026-01-07 | $34.67 | +1.5% |
| 2026-01-06 | $34.16 | −1.6% |
| 2026-01-05 | $34.70 | −1.7% |
| 2026-01-02 | $35.30 | +0.1% |
| 2025-12-31 | $35.26 | −2.3% |
| 2025-12-30 | $36.08 | +0.6% |
| 2025-12-29 | $35.86 | +1.5% |
| 2025-12-26 | $35.32 | +0.2% |
| 2025-12-24 | $35.25 | −1.9% |
| 2025-12-23 | $35.93 | +3.2% |
| 2025-12-22 | $34.83 | +0.9% |
| 2025-12-19 | $34.51 | +0.4% |
| 2025-12-18 | $34.36 | −3.0% |
| 2025-12-17 | $35.42 | +2.8% |
| 2025-12-16 | $34.45 | −3.6% |
| 2025-12-15 | $35.73 | −1.9% |
| 2025-12-12 | $36.41 | +0.3% |
| 2025-12-11 | $36.31 | −2.6% |
| 2025-12-10 | $37.29 | −0.7% |
| 2025-12-09 | $37.54 | −0.4% |
| 2025-12-08 | $37.68 | −4.8% |
| 2025-12-05 | $39.60 | −0.2% |
| 2025-12-04 | $39.68 | −0.5% |
| 2025-12-03 | $39.89 | +4.8% |
| 2025-12-02 | $38.07 | −3.0% |
| 2025-12-01 | $39.26 | −0.6% |
| 2025-11-28 | $39.49 | +2.7% |
| 2025-11-26 | $38.46 | +1.7% |
| 2025-11-25 | $37.80 | −1.2% |
| 2025-11-24 | $38.25 | +0.4% |
| 2025-11-21 | $38.08 | −0.3% |
| 2025-11-20 | $38.19 | −2.9% |
| 2025-11-19 | $39.32 | +0.7% |
| 2025-11-18 | $39.03 | +2.3% |
| 2025-11-17 | $38.15 | −0.2% |
| 2025-11-14 | $38.23 | +0.6% |
| 2025-11-13 | $38.02 | −1.1% |
| 2025-11-12 | $38.44 | −1.1% |
| 2025-11-11 | $38.88 | +3.1% |
| 2025-11-10 | $37.71 | +0.3% |
| 2025-11-07 | $37.58 | +2.3% |
| 2025-11-06 | $36.73 | −0.9% |
| 2025-11-05 | $37.07 | +0.1% |
| 2025-11-04 | $37.03 | +0.3% |
| 2025-11-03 | $36.92 | +3.9% |
| 2025-10-31 | $35.55 | +2.7% |
| 2025-10-30 | $34.60 | −1.1% |
| 2025-10-29 | $34.99 | −5.4% |
| 2025-10-28 | $36.97 | −1.0% |
| 2025-10-27 | $37.36 | −0.7% |
| 2025-10-24 | $37.62 |
The deal's value of $54.91 a Range share is KeyVex's math: 0.987 times EQT's $55.63 close on Oct. 23. Source: Tiingo end-of-day closes, as traded, via KeyVex.
What EQT must do if regulators object
Both companies must file under the Hart-Scott-Rodino Act, the law that lets the Federal Trade Commission and the Justice Department review big mergers before they close. The filings are due within 10 business days of the signing, unless the companies agree to a later date.Agreement EQT pays the filing fees and leads the dealings with regulators, after consulting Range.Agreement
Parent shall, and shall cause its Subsidiaries and Affiliates to, take any and all steps necessary to eliminate each and every impediment under any Regulatory Law that is asserted by any Governmental Entity or any other Person
Those steps include selling businesses or assets of either company, changing contracts and accepting limits on how the combined company runs.Agreement There is a ceiling. EQT need not accept a fix that would do serious harm, measured against a company the size of Range alone. The agreement calls that a material adverse effect.Agreement
If a regulator sues, both companies must contest it, appealing until there is a final ruling that cannot be appealed.Agreement The deal can also close if the law's waiting period ends while an investigation continues, even with a warning from regulators that they may close at their own risk.Agreement
Who pays if it fails
The agreement defines the two fees, and EQT's 8-K repeats them: EQT's to Range is the larger.Agreement8-K
Each fee is owed in two kinds of cases. One is when a company's board stops recommending the deal, or the company deliberately breaks its promises on rival offers in a way that seriously hinders the deal. The other is when the deal ends over a failed shareholder vote or a breach while a rival offer is pending, and the company then signs or closes a different sale within 12 months.Agreement
View the data
| Breakup fee | Dollars | Note |
|---|---|---|
| EQT pays Range (If EQT's board backs out, or a rival deal follows) | $1,148M | $1,148 million, the agreement's Parent Breakup Fee |
| Range pays EQT (If Range's board backs out, or a rival deal follows) | $423M | $423 million, the agreement's Company Breakup Fee |
| Either pays if regulators block it (A block alone triggers neither fee) | $0 | $0: Section 7.4 ties neither fee to an antitrust termination |
The fees as the merger agreement sets them, Section 8.15. Section 7.4 lists every case in which either is owed; an antitrust termination is not one of them. Source: EQT Form 8-K, Exhibit 2.1, Oct. 26, 2026.
Antitrust appears nowhere in that list. Either company may end the deal once a court order or law blocking it becomes final, or once the deadline passes. A block by itself triggers neither fee. Unless a breach and a rival deal are also involved, the only money owed would be for fraud, a deliberate breach or under their confidentiality agreement.Agreement The filings don't say why the fees were set this way.
The clock
The deal has until Oct. 25, 2027. It moves to April 25, 2028, but only if antitrust clearance or a court order is all that stands in the way.8-KAgreement A federal government shutdown that stalls the antitrust review adds a day for each day the clearance waits.Agreement The companies expect to close in the first quarter of 2027.Release
EQT and the FTC in 2023
EQT has faced the FTC over a gas deal before. In 2023, it was buying Tug Hill, a gas producer, and its pipeline business from Quantum Energy Partners in a $5.2 billion cash-and-stock deal.FTC The deal would have given Quantum, which also invests in Appalachian gas, a seat on EQT's board.FTC
The FTC alleged that the seat would create an illegal interlocking directorate, in which an officer or director of one company also serves a competitor in that role. On Aug. 16, 2023, it announced a proposed consent order, a settlement the companies agreed to. The order barred Quantum from EQT's board, required it to sell its EQT shares and unwound a mineral-rights joint venture between the two.FTC The FTC made it final on Oct. 10, 2023.FTC
The Commission's order provides innovative and comprehensive relief to protect competition
In 2023, the FTC called the Appalachian Basin the largest natural gas-producing region in the United States, and EQT the nation's largest natural gas producer.FTC That case turned on a board seat, a large shareholding and shared information, not on the size of the combined producer. The records say nothing about how regulators will view this deal.
The companies list the regulatory risk themselves. Required approvals may be delayed or come with conditions "that could cause the parties to abandon" the deal, EQT's 8-K says.8-K
What to watch
EQT and Range report third-quarter results after the market close. Both canceled their Oct. 28 earnings calls.
The Hart-Scott-Rodino filings are due: 10 business days after the Oct. 25 signing, by KeyVex's count.
The companies expect to close, after shareholder votes at both and regulatory clearance.
The deal's deadline. It moves to April 25, 2028 if antitrust clearance or a court order is all that is left.
The paper trail
The deal's filings from Oct. 26, with the time EDGAR accepted each one, and the FTC's 2023 action.
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| Oct. 26, 6:17 a.m. | 8-K | EQT | Merger agreement, Exhibit 2.1, and the joint news release, Exhibit 99.1. |
| Oct. 26, 7:07 a.m. | 8-K | Range Resources | The same agreement, from Range's side. |
| Aug. 16, 2023 | FTC | Federal Trade Commission | Consent order on EQT's purchase of Tug Hill from Quantum. |
| Oct. 10, 2023 | FTC | Federal Trade Commission | The order made final. |
Sources
7 sources, 6 of them public records
Public records
- EQT Corp., Form 8-K: merger agreement with Range Resources (Items 1.01, 7.01, 9.01)SEC EDGAR · Oct. 26, 2026
- EQT Corp., Form 8-K, Exhibit 2.1: Agreement and Plan of Merger with Range Resources Corp., dated Oct. 25, 2026SEC EDGAR · Oct. 26, 2026
- EQT Corp., Form 8-K, Exhibit 99.1: joint news release with Range ResourcesSEC EDGAR · Oct. 26, 2026
- Range Resources Corp., Form 8-K: merger agreement with EQTSEC EDGAR · Oct. 26, 2026
- "FTC Acts to Prevent Interlocking Directorate Arrangement, Anticompetitive Information Exchange in EQT, Quantum Energy Deal"Federal Trade Commission · Aug. 16, 2023
- "FTC Approves Final Order to Prevent Interlocking Directorate Arrangement, Anticompetitive Information Exchange in EQT, Quantum Energy Deal"Federal Trade Commission · Oct. 10, 2023
Data
- End-of-day prices for RRC and EQT, and for SPY and QQQ on the chart (Tiingo)KeyVex · through Oct. 23, 2026
How we got these numbers
- Prices are end-of-day closes as traded, not adjusted for dividends. Every Range close in the chart's Story range is in its data table. The S&P 500 and Nasdaq 100 lines follow SPY and QQQ, also as traded, rebased to Range's close at the start of the range shown. The chart's Filings switch shows a selection of KeyVex's filing markers for Range, not every filing and not only those tied to this story; it starts off.
- The deal's value per Range share is KeyVex's math: the exchange ratio of 0.987 times EQT's Oct. 23 close of $55.63, or $54.91, against Range's Oct. 23 close of $45.52, a premium of 20.6%. "The past 10 years" means Range closes from Oct. 25, 2016 through Oct. 23, 2026, in KeyVex's data; the highest was $47.65, on March 27, 2026.
- The Nov. 6 filing date is KeyVex's count of 10 business days after the Sunday, Oct. 25 signing. The agreement extends it day for day if the FTC's premerger office is not accepting filings.