UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant to~~Date ~~Section~~of 13Report ~~or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): July ~~Act~~22, ~~of 1934~~2024

~~Date~~The ofMidstream ~~Report~~Company ~~(Date of earliest event reported): July 18, 2024~~LLC*

Equitrans Midstream Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania	001-38629	83-0516635
Delaware		001-38629	99-1816354
(State or other jurisdiction of incorporation)	~~(Commission File Number)~~	(~~IRS~~Commission ~~Employer~~File ~~Identification No.~~Number)	(IRS Employer Identification No.)

2200 Energy Drive Canonsburg, Pennsylvania	15317
(Address of principal executive offices)	(Zip Code)

625 Liberty Avenue, Suite 1700

Pittsburgh, Pennsylvania

(Address of principal executive offices)

15222

(Zip Code)

Registrant’s telephone number, including area code: (~~724~~412) ~~271~~553-~~7600~~5700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, no par value	ETRN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

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. ¨ o

~~Item~~* ~~5.07~~On ~~Submission~~July of22, ~~Matters~~2024, toas a ~~Vote~~result of ~~Security~~the ~~Holders~~Merger (as defined and described in the Introductory Note below), The Midstream Company LLC became Equitrans Midstream Corporation’s successor-in-interest. Equitrans Midstream Corporation’s state of incorporation was Pennsylvania, and its I.R.S. Employer Identification Number was 83-0516635.

AIntroductory special meeting of shareholders (the “Special Meeting”) of Equitrans Midstream Corporation (“Equitrans”) was held virtually at 9:00 a.m. Eastern Time on July 18, 2024. The Special Meeting was held in order to consider and vote upon the proposals set forth in the definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 5, 2024 (the “proxy statement”), to (a) adopt the Agreement and Plan of Merger, dated as of March 10, 2024 (as it may be amended from time to time, the “Merger Agreement”), a copy of which is attached as Annex A to the proxy statement, among Equitrans, EQT Corporation (“EQT”), Humpty Merger Sub Inc. and Humpty Merger Sub LLC (the “Merger Agreement Proposal”), (b) approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Equitrans’ named executive officers in connection with the Merger (as defined in the proxy statement) (the “Advisory Compensation Proposal”), and (c) approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permit solicitation of additional votes or proxies if there are not sufficient votes to approve the Merger Agreement Proposal (the “Adjournment Proposal”). The proposals are described in detail in the proxy statement.Note

AtClosing ~~the Special Meeting, (a) the Merger Agreement Proposal was approved by the affirmative vote~~ of a majority of the votes cast by the holders of Equitrans common stock and the holders of Equitrans Series A Convertible Preferred Stock (“preferred stock”) (on an as-converted basis as of the record date), voting as a single class and (b) the Advisory Compensation Proposal was approved by the affirmative vote of a majority of the votes cast by the holders of Equitrans common stock and the holders of preferred stock (on an as-converted basis as of the record date), voting as a single class. The Adjournment Proposal received a majority of the votes cast. However, given the approval of the Merger ~~Agreement~~with ~~Proposal, no~~EQT ~~adjournment was necessary.~~Corporation

As ofpreviously ~~the~~announced, ~~close of business~~ on ~~June 4~~March 10, 2024, ~~the~~Equitrans ~~record~~Midstream ~~date~~Corporation ~~for~~(Equitrans or the ~~Special~~Company) ~~Meeting,~~entered ~~there~~into ~~were~~an aAgreement ~~total~~and ofPlan ~~436,936,266 shares~~ of ~~Equitrans~~Merger ~~common~~(the ~~stock~~Merger ~~outstanding~~Agreement) ~~and~~with ~~entitled~~EQT toCorporation ~~vote~~(EQT ~~for~~or ~~each~~Parent), Humpty ~~proposal~~Merger atSub ~~the~~Inc., ~~Special~~an ~~Meeting~~indirect ~~and~~wholly ~~30,018,446~~owned ~~shares~~subsidiary of ~~Equitrans~~EQT ~~preferred~~(Merger ~~stock~~Sub), ~~outstanding~~ and ~~entitled~~Humpty toMerger ~~vote~~Sub ~~for~~LLC, ~~each~~an ~~proposal~~indirect wholly owned subsidiary atof ~~the~~EQT ~~Special~~(LLC ~~Meeting~~Sub). AtOn July 22, 2024 (the ~~Special~~Closing ~~Meeting~~Date), ~~holders~~Merger ~~representing~~Sub ~~397,040,176~~merged ~~shares~~with ofand into Equitrans ~~common~~(the ~~stock~~First ~~and~~Merger), ~~preferred~~with ~~stock~~Equitrans surviving ~~(on~~as an ~~as-converted~~indirect ~~basis)~~wholly ~~were~~owned ~~present~~subsidiary inof ~~person~~EQT or(the ~~represented~~First byStep ~~proxy~~Surviving Corporation), ~~constituting~~and aas ~~quorum~~the tosecond ~~conduct~~step ~~business~~in ata ~~the~~single ~~Special~~integrated ~~Meeting.~~transaction ~~The~~with ~~following~~the ~~are~~First Merger, the ~~final~~First ~~voting~~Step ~~results~~Surviving onCorporation merged with and into LLC Sub (the ~~proposals~~Second ~~considered~~Merger and, ~~voted~~together ~~upon~~with at the ~~Special~~First Merger, ~~Meeting~~the Merger), ~~each~~with LLC Sub surviving the Second Merger as an indirect wholly owned subsidiary of ~~which~~EQT is(the ~~more~~Surviving ~~fully~~Company). Upon ~~described~~completion inof the ~~proxy~~Merger, ~~statement:~~the Surviving Company was renamed The Midstream Company LLC.

~~Proposal~~Redemption 1:of ~~Merger~~Series ~~Agreement~~A ~~Proposal~~Perpetual Convertible Preferred Shares

Shares FOR	Shares AGAINST	Shares ABSTAINED
392,443,848	3,429,911	1,166,417

As previously announced, on June 25, 2024, EQT delivered to Equitrans a written election exercising its right under Section 5.19 of the Merger Agreement to cause Equitrans to effect a redemption of all issued and outstanding shares of Equitrans’ Series A Perpetual Convertible Preferred Shares, no par value (CUSIP: 294600-200) (the Equitrans preferred stock). On July 3, 2024, Equitrans issued a notice of full redemption for all issued and outstanding shares of Equitrans preferred stock. On July 22, 2024, prior to the consummation of the Merger, Equitrans redeemed for cash the Equitrans preferred stock at a price per share of $22.83.

~~Proposal~~Item 2:1.02 ~~Advisory~~Termination ~~Compensation~~of ~~Proposal~~a Material Definitive Agreement.

Shares FOR	Shares AGAINST	Shares ABSTAINED
374,556,248	17,720,338	4,763,590

In connection with the closing of the Merger, on July 22, 2024, EQM Midstream Partners, L.P., at the direction of EQT, terminated all outstanding lender commitments, including commitments of the lenders to issue letters of credit, under the Third Amended and Restated Credit Agreement, dated as of October 31, 2018, by and among EQM Midstream Partners, LP, Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders party thereto (as amended, the Credit Agreement). In connection with the termination of the Credit Agreement, on July 22, 2024, all outstanding obligations for principal, interest and fees under the Credit Agreement were paid off in full.

~~Approval~~Item of2.01 ~~the~~Completion ~~Advisory~~of ~~Compensation~~Acquisition ~~Proposal~~or isDisposition ~~not a condition to completion~~ of ~~the Merger, and the vote with respect to such proposal was advisory only and will not be binding on Equitrans or EQT~~Assets.

~~Proposal~~The 3:disclosure ~~Adjournment~~set ~~Proposal~~forth in the Introductory Note above is incorporated into this Item 2.01 by reference. As a result of the Merger, each outstanding share of common stock, no par value, of Equitrans (Equitrans common stock) (with certain exceptions described in the Merger Agreement) was converted into the right to receive 0.3504 of a share of common stock, no par value, of EQT (EQT common stock), with cash paid in lieu of fractional shares of EQT common stock that holders of Equitrans common stock would otherwise have been entitled to receive in the Merger.

Shares FOR	Shares AGAINST	Shares ABSTAINED
376,399,476	18,748,522	1,892,178

In addition, at the effective time of the First Merger (the Effective Time), each award of stock options, restricted stock, restricted stock units, performance share units, and phantom units of Equitrans were treated as follows:

~~For~~· ~~purposes~~Equitrans ofoptions ~~the~~became ~~proposals~~vested ~~above, abstentions~~ and ~~the~~exercisable ~~failure~~prior to ~~vote~~ ~~were~~the ~~not~~Effective ~~votes~~Time ~~cast~~ and, ~~accordingly,~~to ~~had no effect on~~ the ~~outcome~~extent ofnot ~~such~~exercised, ~~proposals. Further~~automatically, ~~broker~~and ~~non-votes~~without ~~were~~any ~~not~~action ~~applicable given~~on the ~~nature~~part of the ~~proposals~~holder ~~above~~thereof, aswere ~~discussed~~canceled infor ~~the~~no ~~proxy~~consideration ~~statement~~or payment therefor.

~~Item~~· 8Each outstanding restricted stock award, restricted stock unit award or performance share unit awards with respect to Equitrans common stock (Equitrans PSU) (other than each outstanding Equitrans PSU award where vesting was subject to the occurrence of an in-service date concerning the Mountain Valley Pipeline (each such Equitrans PSU award, an MVP PSU award)) in respect of Equitrans common stock that was held by an employee or other service provider of Equitrans was converted into a restricted stock unit award, with substantially the same terms and conditions as were applicable to the pre-conversion award, in respect of a number of shares of EQT common stock equal to the product (rounded up to the next whole share) of (i) the number of shares of Equitrans common stock subject to the pre-conversion award multiplied by (ii) 0.013504 ~~Other~~(the ~~Event~~Exchange Ratio). Performance conditions that were applicable to any such Equitrans PSUs were deemed to have been earned at the greater of (a) actual performance as of the Closing Date (or a date reasonably proximate thereto) and (b) target level of performance for such Equitrans PSUs; provided, that with respect to any Equitrans PSU award subject to a sub-performance period that had not commenced on or prior to the Effective Time, the number of earned Equitrans PSUs was based on the target level of performance in respect of such sub-performance period. The converted awards are subject solely to time-based vesting.

~~The~~· ~~transactions~~With ~~contemplated~~respect byto ~~the~~each ~~Merger~~MVP ~~Agreement~~PSU ~~(the~~award ~~“Merger”) are~~that ~~currently~~remained ~~expected~~subject to becontinued ~~completed~~service onbeyond ~~July 22,~~the ~~2024~~Closing Date, ~~subject~~such MVP PSU award was assumed by EQT and converted into a restricted stock unit award with respect to a number of shares of EQT common stock equal to the ~~satisfaction~~product or(rounded ~~waiver~~up to the next whole share) obtained by multiplying (i) the number of ~~certain~~shares ~~closing~~of ~~conditions~~Equitrans ~~set forth~~common stock underlying such MVP PSU award by (ii) the Exchange Ratio. The converted awards in respect of the ~~Merger~~MVP ~~Agreement~~PSU awards remain subject to the same prior terms and conditions.

~~Cautionary~~· ~~Statements~~Each ~~Regarding~~converted ~~Forward~~Equitrans restricted stock award, restricted stock unit award, Equitrans PSU award and MVP PSU award otherwise generally continue to be subject to the same terms and conditions (including with respect to vesting) as applied to the corresponding assumed award as of immediately prior to the Effective Time, except that (i) with respect to those restricted stock unit awards issued in conversion of Equitrans equity awards outstanding as of the date of the Merger Agreement, in the event the applicable holder’s employment or service is terminated without cause or by the holder for good reason, the EQT restricted stock unit award will become fully vested and non-~~Looking~~forfeitable ~~Statements~~as of the date of such termination, (ii) any amounts relating to dividends or dividend equivalents, as applicable and if any, granted with respect to such assumed award that are accrued but unvested and unpaid as of the Merger will carry over and will be paid if required by and in accordance with the terms and conditions applicable to the corresponding assumed award immediately prior to the Effective Time (as modified by the Merger Agreement in the event of a termination of employment) and (iii) any dividend equivalents that are payable with respect to any unvested EQT restricted stock unit following the closing of the Merger will be paid within 30 days following vesting.

~~This~~· Current Report on Form 8-K (this “Report”) contains certain forward-looking statements within the meaning of the federal securities laws. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this Report specifically include statements regarding Equitrans’ ~~expectations~~phantom ~~relating~~units towere ~~the~~canceled ~~Merger,~~at ~~including~~ the ~~expected~~Effective ~~completion~~Time ~~of the Merger~~ and ~~the~~settled ~~timing thereof. The forward-looking statements included~~ in ~~this~~shares ~~Report involve risks and uncertainties, including, but not limited to, the following, which could cause actual results to differ materially from those projected: the occurrence~~ of ~~any~~EQT ~~event, change~~common or other circumstances that could give rise to the termination of the Merger Agreement; the risk that 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; and risks relating to any legal proceedings relating to the Mergerstock. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Equitrans has based these forward-looking statements on current expectations and assumptions about future events. While Equitrans considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond Equitrans’ control. Any forward-looking statement speaks only as of the date on which such statement is made, and except as required by law, Equitrans does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

The issuance of shares of EQT common stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to EQT’s registration statement on Form S-4 (File No. 333-279498) (the Registration Statement), declared effective by the Securities Exchange Commission (the SEC) on June 4, 2024. The joint proxy statement/prospectus included in the Registration Statement contains additional information about the Merger.

The foregoing summary has been included to provide investors and security holders with information regarding the Merger and the Merger Agreement and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Equitrans’ Current Report Form 8-K filed on March 11, 2024, and the terms of which are incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Prior to the completion of the Merger, Equitrans common stock was listed and traded on the New York Stock Exchange (the NYSE) under the trading symbol “ETRN.” In connection with the completion of the Merger, Equitrans requested that the NYSE withdraw the listing of Equitrans common stock from listing on the NYSE prior to the open of trading on July 22, 2024. Upon the Company’s request, on July 22, 2024, the NYSE will file a notification of removal of listing on Form 25 to delist Equitrans common stock from the NYSE and the deregistration of the Equitrans common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Equitrans common stock ceased being traded prior to the opening of the market on July 22, 2024, and is no longer listed on NYSE.

In addition, the Surviving Company (as Equitrans’ successor-in-interest) intends to file with the SEC a Form 15 requesting that the reporting obligations of Equitrans under Sections 13(a) and 15(d) of the Exchange Act be suspended.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of the Registrant.

On the Closing Date, Merger Sub merged with and into Equitrans, as a result of which Equitrans became a wholly owned subsidiary of EQT.

The information set forth in the Introductory Note, Item 2.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the terms of the Merger Agreement, Vicky A. Bailey, Sarah M. Barpoulis, Kenneth M. Burke, Diana M. Charletta, Thomas F. Karam, D. Mark Leland, Norman J. Szydlowski and Robert F. Vagt resigned as directors of Equitrans, effective as of the Effective Time. None of these resignations were a result of any disagreement with Equitrans, its management or its board of directors.

Also effective on the Closing Date, each of Diana M. Charletta, principal executive officer of Equitrans, Kirk R. Oliver, principal financial officer of Equitrans, Brian P. Pietrandrea, principal accounting officer of Equitrans, and each other named executive officer of Equitrans ceased his or her respective service as an officer of Equitrans.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Second Merger, the limited liability company agreement of LLC Sub as in effect immediately prior to the effective time of the Second Merger was amended and restated and became the limited liability company agreement of the Surviving Company. In addition, the certificate of formation of Surviving Company was amended to change the name of the Surviving Company from “Humpty Merger Sub LLC” to “The Midstream Company LLC.” Copies of the Surviving Company’s amended and restated limited liability company agreement and amendment of certificate of formation are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of March 10, 2024, by and among EQT Corporation, Humpty Merger Sub Inc., Humpty Merger Sub LLC and Equitrans Midstream Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Equitrans Midstream Corporation on March 11, 2024).
3.1		Amended and Restated Limited Liability Company Agreement of the Surviving Company.
3.2		Certificate of Amendment to the Certificate of Formation of the Surviving Company.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Annexes, schedules and certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Surviving Company hereby undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits upon request by the SEC.

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 hereunto duly authorized.

	EQUITRANS MIDSTREAM CORPORATION
	THE MIDSTREAM COMPANY LLC
Date: July 18, 2024	By:	/s/ Kirk R. Oliver
Date: July 22, 2024		By:	/s/ Jeremy T. Knop
	Name:	Kirk R. Oliver
		Name: Jeremy T. Knop
	Title:	Executive Vice President and Chief Financial Officer
		Title: Treasurer

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