Item 8.01. Other Events.

On September 28, 2021, EQT Corporation (EQT) entered into an Underwriting Agreement (the Underwriting Agreement) with certain shareholders of EQT listed in Schedule 2 thereto (the Selling Shareholders) and Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters listed in Schedule 1 thereto (the Underwriters), relating to the offer and sale (the Offering) of 25,930,000 shares of EQT's common stock, no par value (the Common Stock), by the Selling Shareholders at a price to the public of $20.00 per share. Pursuant to the Underwriting Agreement, the Selling Shareholders, who had received the shares as a part of EQT's acquisition of Alta Resources Development, LLC's upstream and midstream subsidiaries, granted the Underwriters a 30-day option to purchase up to an additional 3,889,500 shares of Common Stock (the Option). The Underwriters exercised the Option in full on September 29, 2021, and the Option closed concurrently with the Offering on October 1, 2021.

EQT did not sell any shares of Common Stock in the Offering and did not receive any proceeds from the sale of the shares offered by the Selling Shareholders.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. EQT and the Selling Shareholders have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriters may be required to make in the event of any such liabilities.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated into this Item 8.01 by reference.

The Underwriting Agreement and the above descriptions have been included to provide investors and security holders with information regarding the terms of the Underwriting Agreement. They are not intended to provide any other factual information about EQT or its subsidiaries or affiliates or equity holders. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Underwriting Agreement; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other as a way of allocating contractual risk between them that differ from those applicable to investors. Moreover, the subject matter of the representations and warranties are subject to more recent developments. Accordingly, investors should be aware that these representations, warranties and covenants or any description thereof alone may not describe the actual state of affairs of EQT or its subsidiaries, affiliates, businesses or equity holders as of the date they were made or at any other time.




Item 9.01.  Financial Statements and Exhibits.



(d)    Exhibits.



Exhibit No.                                 Description
  1.1*          Underwriting Agreement, dated as of September 28, 2021, by and among
              EQT Corporation, the Selling Shareholders named therein and Barclays
              Capital Inc. and J.P. Morgan Securities LLC, as representatives of the
              Underwriters.

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

* Certain schedules and similar attachments have been omitted. EQT agrees to furnish a supplemental copy of any omitted schedule or attachment to the Securities and Exchange Commission upon request.

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