EQT能源美股招股说明书(2025-08-08版)

7.500% Senior Notes due 2027 that have beenregistered under the Securities Act (the“Registered 7.500% 2027 Notes”)6.500% Senior Notes due 2027 that have beenregistered under the Securities Act (the“Registered 6.500% 2027 Notes”)5.500% Senior Notes due 2028 that have beenregistered under the Securities Act (the“Registered 2028 Notes”)4.50% Senior Notes due 2029 that have beenregistered under the Securities Act (the“Registered 4.50% 2029 Notes”)6.375% Senior Notes due 2029 that have beenregistered under the Securities Act (the“Registered 6.375% 2029 Notes”)7.500% Senior Notes due 2030 that have beenregistered under the Securities Act (the“Registered 2030 Notes”)4.75% Senior Notes due 2031 that have beenregistered under the Securities Act (the“Registered 2031 Notes”)6.500% Senior Notes due 2048 that have beenregistered under the Securities Act (the“Registered 2048 Notes”) for a like principal amount of EQT Corporation, a Pennsylvania corporation (“EQT,” “we,” “us,” “our” and, collectively with its consolidated subsidiaries, the “Company”), is offeringto exchange (i)any and all of its outstanding Restricted 7.500% 2027 Notes that are validly tendered for a like principal amount of its new Registered 7.500%2027 Notes, (ii)any and all of its outstanding Restricted 6.500% 2027 Notes that are validly tendered for a like principal amount of its new Registered 6.500%2027 Notes, (iii)any and all of its outstanding Restricted 2028 Notes that are validly tendered for a like principal amount of its new Registered 2028 Notes,(iv)any and all of its outstanding Restricted 4.50% 2029 Notes that are validly tendered for a like principal amount of its new Registered 4.50% 2029 Notes,(v)any and all of its outstanding Restricted 6.375% 2029 Notes that are validly tendered for a like principal amount of its new Registered 6.375% 2029 Notes,(vi)any and all of its outstanding Restricted 2030 Notes that are validly tendered for a like principal amount of its new Registered 2030 Notes, (vii)any and allof its outstanding Restricted 2031 Notes that are validly tendered for a like principal amount of its new Registered 2031 Notes and (viii)any and all of itsoutstanding Restricted 2048 Notes that are validly tendered for a like principal amount of its Registered 2048 Notes. Such offers are collectively referred toherein as the “Exchange Offers” and are individually referred to herein as an “Exchange Offer.” EQT will not receive any proceeds from the Exchange Offers. Each of the Exchange Offers expire at 5:00p.m., New York City time, on September8, 2025, unless extended by EQT (such date and time, as may be extended,the “Expiration Date”).You may withdraw tenders of Restricted Notes (as defined below) at any time prior to the Expiration Date. The terms of the Registered 7.500% 2027 Notes, the Registered 6.500% 2027 Notes, the Registered 2028 Notes, the Registered 4.50% 2029 Notes, theRegistered 6.375% 2029 Notes, the Registered 2030 Notes, the Registered 2031 Notes and the Registered 2048 Notes (collectively, the “Registered Notes”) areidentical in all material respects to the terms of the Restricted 7.500% 2027 Notes, the Restricted 6.500% 2027 Notes, the Restricted 2028 Notes, the Restricted4.50% 2029 Notes, the Restricted 6.375% 2029 Notes, the Restricted 2030 Notes, the Restricted 2031 Notes and the Restricted 2048 Notes (collectively, the“Restricted Notes”), respectively, except that the Registered Notes have been registered under the Securities Act and the transfer restrictions, registration rightsand additional interest provisions relating to the Restricted Notes do not apply to the Registered Notes. The Registered Notes, like the Restricted Notes, will be senior unsecured debt obligations of EQT and will rank equally with all of EQT’s other unsecuredand unsubordinated debt obligations from time to time outstanding, will be effectively subordinated to any of EQT’s existing and future secured debt to theextent of the value of the assets securing that debt and will be structurally subordinated to all existing and any future debt and any other liabilities of EQT’ssubsidiaries. No public market currently exists for the Restricted Notes, and there is no assurance that any public market for the Registered Notes will develop. TheRegistered Notes will not be listed on any securities exchange or any automated dealer quotation system. Each broker-dealer that receives Registered Notes for its own account pursuant to an Exchange Offer must acknowledge that it will deliver a prospectus inconnection with any resale of such Registered Notes. The letter of transmittal states that, by so acknowledging and by delivering a prospectus, a broker-dealerwill not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented fromtime to time, may be used by a broker-dealer in connection with resales of Registered Notes received in exchange for Restricted Notes where suc