DEF 14A of EQT Corp, Feb 26, 2026

DEF 14A of EQT Corp

Filed Feb 26, 2026 · FY20250001104659-26-020027

Open on EDGAR

  1. Proxy Statement

    | 72 | Compensation Tables | | 72 | ■ Summary Compensation Table | | 73 | ■ 2025 Grants of Plan-Based Awards Table | | 74 | ■ Outstanding Equity Awards at Fiscal Year-End | | 75 | ■ Option Exercised and Stock Vested | | 75 | ■ Pension Benefits and Non-Qualified Deferred Compensation | | 75 | ■ Potential Payments upon Termination or Change of Control | | 83 | PAY VERSUS PERFORMANCE | | 83 | Pay Versus Performance Table | | 85 | Narrative Discussion of Relationship Between CAP and Financial Performance Measures | | 88 | PAY RATIO DISCLOSURE | | 89 | LONG-TERM INCENTIVE PLAN MATTERS | | 89 | Proposal 3—Approval of a Proposed Amendment to the Company’s 2020 Long-Term Incentive Plan | | 102 | Equity Compensation Plan Information | | 103 | AUDIT MATTERS | | 103 | Proposal 4—Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2026 | | 104 | Auditor Fees | | 105 | Report of the Audit Committee | | 106 | EQUITY OWNERSHIP | | 106 | Security Ownership of Certain Beneficial Owners | | 107 | Security Ownership of Management | | 109 | QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING | | 109 | 2026 Annual Meeting of Shareholders | | 118 | ADDITIONAL INFORMATION | | 118 | Other Matters | | 118 | 2025 Annual Report on Form 10-K | | | APPENDICES | | A-1 | ■ Appendix A | | B-1 | ■ Appendix B | | C-1 | ■ Appendix C |

  2. Director Nominees

    Director Nominees Our Board of Directors (the “Board”) is pleased to nominate the director candidates listed below. Each director nominee has consented to being named in this proxy statement and to serve as a director if elected.

  3. Director Nominees

    | Name and Principal Occupation | | Age | Director Since | Ind. | Other Current Public Company Boards | Current Committee Membership | | | | | | | | | | | A | CG | MDC | PPCR | | | VICKY A. BAILEY President, Anderson Stratton International, LLC | 73 | 2024 | | 2 | | | | | | | LEE M. CANAAN Founder and Portfolio Manager, Braeburn Capital Partners | 69 | 2019 | | 1 | | | | | | | FRANK C. HU Former Investment Analyst and Vice President, Capital World Investors | 64 | 2021 | | 1 | | | | | | | DR. KATHRYN J. JACKSON Former Director of Energy and Technology Consulting, KeySource, Inc. | 68 | 2019 | | 3 | | | | | | | THOMAS F. KARAM Chief Executive Officer, Karbon Capital Partners | 67 | 2024 | | 1 | | | | | | | JOHN F. MCCARTNEY Chairman, Quantuck Advisors LLP | 73 | 2019 | | 2 | | | | | | | DANIEL J. RICE IV Chief Executive Officer, NET Power Inc. | 45 | 2017 | | 1 | | | | | | | TOBY Z. RICE President and Chief Executive Officer, EQT Corporation | 44 | 2019 | | — | | | | | | | ROBERT F. VAGT Former President, The Heinz Endowments | 78 | 2024 | | 1 | | | | | | | HALLIE A. VANDERHIDER Former Managing Director, SFC Energy Management LP | 68 | 2019 | | 1 | | | | |

  4. Director Nominees

    | | Committee Chair | | Committee Member | | Independent Chair of the Board | | Audit Committee Financial Expert | | Independent Director |

  5. Director Nominees

    | A | Audit | CG | Corporate Governance | MDC | Management Development and Compensation | PPCR | Public Policy and Corporate Responsibility |

  6. Snapshot of Director Nominees

    Snapshot of Director Nominees Our director nominees are highly qualified and, collectively, bring a diverse and complementary mix of skills, experiences, and backgrounds, with independent directors comprising 80% of the Board. As reflected in the graphics below, our Board also benefits from gender and racial and ethnic diversity. This chart highlights the number of directors with particular skills and experience in each area, as informed by their education, background, and professional experience.

  7. Proposal 1―Election of Directors

    Proposal 1―Election of Directors Our entire Board stands for election at each annual meeting of shareholders, consistent with EQT’s governing documents. Each director who is elected at the annual meeting of shareholders will serve a one-year term until the next year’s annual meeting and the election of a successor or until the director’s earlier death, resignation, or removal. Our current Board consists of 10 members. The current terms of all 10 directors expire at the 2026 Annual Meeting, and all 10 of such directors have been nominated, consented to being named in this proxy statement, and agreed to stand for reelection at the 2026 Annual Meeting. We encourage shareholders to review the information provided in the sections below for detailed information about our 10 director nominees, the composition of our Board, and our director nomination process. The persons named as proxies will vote for each of the director nominees, unless you vote against or abstain from voting for or against one or more of the director nominees. Each of the 10 director nominees have agreed to serve if elected, and the Board has no reason to believe that any director nominee will be unavailable to serve. In the event that a director nominee is unable or declines to serve on the Board at the time of the 2026 Annual Meeting, the persons named as proxies intend to vote for a substitute director nominee proposed by the Board, unless the Board decides to reduce the size of the Board. Each director nominee must be elected by a majority of the votes cast “for,” and votes may not be cumulated. In addition, in accordance with our Amended and Restated Bylaws, as amended effective October 16, 2025, each director has submitted an irrevocable conditional resignation to be effective if they receive a greater number of votes “against” than votes “for” in an uncontested election. If this occurs, the Board will decide whether to accept the tendered resignation no later than 90 days after certification of the votes. The Board’s determination will be made without the participation of any director nominee whose resignation is under consideration with respect to the election and the Board’s explanation of its decision will be promptly disclosed in a Current Report on Form 8-K filed with the SEC.

  8. Proposal 1―Election of Directors

    | | The Board of Directors recommends a vote FOR the election of each director nominee to serve for a one-year term expiring at the 2027 Annual Meeting of Shareholders. |

  9. Director Nominees

    Director Nominees Information with respect to our director nominees is as of February 26, 2026.

  10. Director Nominees

    | COMMITTEES ■ Corporate Governance ■ Management Development and Compensation ■ Public Policy and Corporate Responsibility | Vicky A. Bailey | Age 73 Independent Director since July 2024 | | | SUMMARY ■ President of Anderson Stratton International, LLC, a strategic consulting and governmental relations firm (2005 to present) ■ Former director of EQT Corporation (2004 to 2018) and Equitrans Midstream Corporation (2018 until its acquisition by EQT in 2024) ■ Former director of Cheniere Energy (2005 to 2023) ■ Former Assistant Secretary, U.S. Department of Energy (domestic policy and international affairs) (2001 to 2004) ■ Former Commissioner, Federal Energy Regulatory Commission (1993 to 2000) OTHER PUBLIC COMPANY BOARDS ■ Occidental Petroleum Corp. (NYSE: OXY), a global oil and gas exploration and production company (2022 to present) ■ TXNM Energy, Inc. (NYSE: TXNM) (formerly PNM Resources, Inc.), an energy holding company with regulated electric utilities in New Mexico and Texas (2019 to present) | QUALIFICATIONS The Board values Ms. Bailey’s substantial regulatory and senior management experience in the energy industry, which enables her to provide valuable insights into issues facing the Company’s regulated transmission business and interactions with regulatory agencies and with respect to energy policy issues. Ms. Bailey brings significant public company board experience. |

  11. Director Nominees

    | COMMITTEES ■ Audit ■ Public Policy and Corporate Responsibility | Lee M. Canaan | Age 69 Independent Director since July 2019 | | | SUMMARY ■ Founder and Portfolio Manager, Braeburn Capital Partners, LLC, a private investment management firm (2003 to present) ■ Member of the Board of Aethon Energy, LLC, a privately-held exploration and production company (2018 to present) ■ Former Director of PHX Minerals Inc., a non-operated oil and gas minerals holding company (2015 to 2025) ■ Former Director of ROC Energy Acquisition Corp., a special purpose acquisition company (2021 to 2023) | QUALIFICATIONS Ms. Canaan’s energy expertise and extensive experience in capital markets, financial analysis, mergers and acquisitions, and strategic and business turnarounds, as well as her current and prior public-company board experience, provide significant value and perspectives to the Board. |

  12. Director Nominees

    | COMMITTEES ■ Public Policy and Corporate Responsibility ■ Audit ■ Management Development and Compensation | Frank C. Hu | Age 64 Independent Director since October 2021 | | | SUMMARY ■ Former Investment Analyst and Vice President, Capital World Investors, an investment group in the Capital Group Companies, Inc. (2003 to 2017) ■ Former Manager of Project Finance, Corporate Treasury, Unocal Corporation (2002 to 2003) ■ Former Global Energy Practice Consultant, McKinsey & Company (2000 to 2002) OTHER PUBLIC COMPANY BOARDS ■ Viper Energy, Inc. (NYSE: VNOM) (formerly Viper Energy Partners LP), a subsidiary of Diamondback Energy, Inc. that owns mineral and royalty interests primarily in the Permian Basin (2022 to present) | QUALIFICATIONS The Board values Mr. Hu’s robust experience in the finance and oil and gas industry. His combined strengths of executive leadership and experience managing downstream and business development segments, together with his strong oil and gas investment background, bring valuable perspectives and experience to the Board. |

  13. Director Nominees

    | COMMITTEES ■ Audit ■ Corporate Governance ■ Public Policy and Corporate Responsibility | Dr. Kathryn J. Jackson | Age 68 Independent Director since July 2019 | | | SUMMARY ■ Former Director of Energy and Technology Consulting, KeySource, Inc. (2015 to 2021) ■ Former Senior Vice President and Chief Technology Officer, RTI International Metals (acquired by Alcoa Corporation) (2014 to 2015) ■ Former Chief Technology Officer and Senior Vice President of Research and Technology, Westinghouse Electric Company, LLC (2009 to 2014) ■ Former Director of Rice Energy Inc. (April 2017 until its acquisition by EQT in November 2017) OTHER PUBLIC COMPANY BOARDS ■ Cameco Corporation (NYSE: CCJ), a global provider of uranium fuel (2017 to present) ■ Portland General Electric Company (NYSE: POR), a fully integrated energy company (2014 to present) ■ Rice Acquisition Corporation 3 (NYSE: KRSP), a special purpose acquisition company (2025 to present) | QUALIFICATIONS The Board values Dr. Jackson’s expertise in regulatory, legislative, and public policy issues. Her innovation, technology, and engineering skills, in addition to her experience with generation facilities and large energy trading and utility operations, are highly beneficial to the Board. Dr. Jackson also has extensive experience serving on a number of public company boards. |

  14. Director Nominees

    | INDEPENDENT CHAIR OF THE BOARD OF DIRECTORS | Thomas F. Karam | Age 67 Independent Director since July 2024 | | | SUMMARY ■ Chief Executive Officer, Karbon Capital Partners Corp., a special purpose acquisition company (2025 to present) ■ Former Executive Chairman of Equitrans Midstream Corporation (2024 until its acquisition by EQT on July 22, 2024) ■ Former Chairman of the Board of Directors and Chief Executive Officer of Equitrans Midstream Corporation (July 2019 through 2023) and former President and Chief Executive Officer of Equitrans Midstream Corporation (September 2018 to July 2019) ■ Former President, Midstream (August 2018 to the spin-off of Equitrans Midstream Corporation in November 2018 (the “ETRN Spin-off”) and former director of EQT (November 2017 to the ETRN Spin-off) ■ Founder and former Chairman and Chief Executive Officer of PennTex Midstream Partners, LP (2014 until sale of its general partner to Energy Transfer Partners in 2016) OTHER PUBLIC COMPANY BOARDS ■ Karbon Capital Partners Corp., a special purpose acquisition company (2025 to present) | QUALIFICATIONS Having served as a senior executive and entrepreneur in the midstream sector for over 25 years, the Board values Mr. Karam’s extensive executive leadership and midstream business experience. The Board also benefits from Mr. Karam’s deep knowledge and understanding of the former Equitrans Midstream Corporation business assets. |

  15. Director Nominees

    | COMMITTEES ■ Management Development and Compensation ■ Audit ■ Corporate Governance | John F. McCartney | Age 73 Independent Director since July 2019 | | | SUMMARY ■ Chairman, Quantuck Advisors LLP, an investment management firm (1998 to present) ■ Former non-executive Chairman of the Board of Huron Consulting Group, Inc. (Nasdaq: HURN), a management consulting firm (2010 to 2024) ■ Former Director of Rice Energy, Inc. (2015 until its acquisition by EQT in 2017) ■ Former Director of Datatec Limited, an international ICT solutions and services company (2007 to 2023) OTHER PUBLIC COMPANY BOARDS ■ Granite Ridge Resources, Inc. (NYSE: GRNT), a non-operated oil and natural gas exploration and production company (2022 to present) ■ Huron Consulting Group Inc. (Nasdaq: HURN), a global professional services firm (2004 to present) | QUALIFICATIONS The Board values the extensive experience Mr. McCartney brings to the Board. Having served as chairman and vice chairman of the boards of numerous public and private companies, his demonstrated ability to oversee every aspect of a public company, and his deep governance and accounting experience, are invaluable to the Company. |

  16. Director Nominees

    | COMMITTEES ■ Public Policy and Corporate Responsibility | Daniel J. Rice IV | Age 45 Director since November 2017 | | | SUMMARY ■ Chief Executive Officer, NET Power Inc. (NYSE: NPWR), an energy technology company (2023 to present) ■ Partner, Rice Investment Group (2018 to present) ■ Former Chief Executive Officer and Director of Rice Energy Inc. (2013 until its acquisition by EQT in 2017) and Rice Midstream Management LLC, the general partner of Rice Midstream Partners LP (2014 to 2017) ■ Former Vice President and Chief Financial Officer, Rice Energy Inc. (2008 to 2013) and Chief Operating Officer, Rice Energy Inc. (2012 to 2013) OTHER PUBLIC COMPANY BOARDS ■ NET Power Inc. (NYSE: NPWR) (2023 to present) | QUALIFICATIONS With over a decade of experience in the natural gas industry, coupled with his experiences as the Chief Executive Officer of NET Power Inc. and Rice Energy Inc., the Board highly values Mr. Rice’s senior leadership insights, as well as his extensive oil and gas industry expertise. |

  17. Director Nominees

    | PRESIDENT AND CHIEF EXECUTIVE OFFICER | Toby Z. Rice | Age 44 Director since July 2019 | | | SUMMARY ■ President and Chief Executive Officer, EQT Corporation (2019 to present) ■ Partner, Rice Investment Group (2018 to present) ■ Founder and Director, Energy Corps (nonprofit focused on eliminating energy poverty in undeveloped areas of the world) (2025 to present) ■ Former President and Chief Operating Officer, Rice Energy Inc. (2013 until its acquisition by EQT in 2017) ■ Co-founder and Former Chief Executive Officer, Rice Energy Inc. (2007 to 2013) ■ Former Director of Rice Energy Inc. (2013 until its acquisition by EQT in 2017) | QUALIFICATIONS The Board holds in high esteem Mr. Rice’s experience and strong leadership skills. His considerable operational, technical, cultural, and executive experience in the oil and gas industry, including Mr. Rice’s prior service as an executive and director of Rice Energy Inc., provides the Board with insight into the business and strategic priorities of the Company. |

  18. Director Nominees

    | COMMITTEES ■ Audit ■ Corporate Governance ■ Management Development and Compensation | Robert F. Vagt | Age 78 Independent Director since July 2024 | | | SUMMARY ■ Former director of both EQT Corporation (2017 to 2018) and Equitrans Midstream Corporation (2018 until its acquisition by EQT in 2024) ■ Former director, Rice Energy Inc. (2014 to 2017) ■ Former President, The Heinz Endowments (2008 to 2014) ■ Former President, Davidson College (1997 to 2007) OTHER PUBLIC COMPANY BOARDS ■ Kinder Morgan, Inc. (NYSE: KMI), an energy infrastructure company (2012 to present) | QUALIFICATIONS The Board values Mr. Vagt’s significant executive and operational oil and gas industry experience, as well as the experience and broad perspectives he brings from his professional background serving in both the public and private sectors and as a director of both upstream and midstream businesses. Mr. Vagt also has extensive public company board experience. |

  19. Director Nominees

    | COMMITTEES ■ Corporate Governance ■ Management Development and Compensation | Hallie A. Vanderhider | Age 68 Independent Director since July 2019 | | | SUMMARY ■ Former Managing Director, SFC Energy Management LP, an oil and gas private equity firm (2016 to 2022) ■ Former Managing Partner, Catalyst Partners LLC (2013 to 2016) ■ Former President and Chief Operating Officer, Black Stone Minerals Company, L.P. (2007 to 2013) ■ Former Director, Noble Midstream GP LLC, the general partner of Noble Midstream Partners LP, a master limited partnership that provided oil, natural gas, and water-related midstream services (2016 to 2021) OTHER PUBLIC COMPANY BOARDS ■ Oil States International (NYSE: OIS), a global provider of manufactured products and services to the oil and natural gas, industrial, and military sectors (2019 to present) | QUALIFICATIONS Ms. Vanderhider’s in-depth knowledge of energy finance and her demonstrated management and operational experience, including her prior roles as Chief Operating Officer and Chief Accounting Officer in the oil and gas industry, adds to our Board’s deep bench of experience and knowledge. Ms. Vanderhider also has extensive board experience. |

  20. Cash Compensation

    | Non-Employee Director Compensation(1) | 2025 ($) | | Board member | 100,000 | | Independent Board Chair(2) | 165,000 | | Committee Chairs | | | Audit Committee | 25,000 | | Management Development and Compensation Committee | 20,000 | | Corporate Governance Committee | 15,000 | | Public Policy and Corporate Responsibility Committee | 15,000 | | Committee member (excluding Chair) | | | Audit Committee member | 5,000 | | Special committees(3) | 2,500 |

  21. 2025 Directors’ Compensation Table

    | Name | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | Ms. Bailey | 110,664 | 206,512 | 43 | 317,219 | | Ms. Beebe(1) | 77,861 | — | 10,043 | 87,904 | | Ms. Canaan | 128,942 | 206,512 | 43 | 335,497 | | Ms. Carrig(1) | 35,598 | — | 10,043 | 45,641 | | Mr. Hu | 122,498 | 206,512 | 47,043 | 376,053 | | Dr. Jackson | 105,000 | 206,512 | 8,243 | 319,755 | | Mr. Karam | 217,308 | 206,512 | 43 | 423,863 | | Mr. McCartney | 117,774 | 206,512 | 20,043 | 344,329 | | Mr. McManus(1) | 34,877 | — | 10,043 | 44,920 | | Ms. Powers(1) | 31,272 | — | 43 | 31,315 | | Mr. D. Rice | 100,721 | 206,512 | 43 | 307,276 | | Mr. Vagt | 105,000 | 206,512 | 50,043 | 361,555 | | Ms. Vanderhider | 103,219 | 206,512 | 10,043 | 319,774 |

  22. 2025 COMPENSATION HIGHLIGHTS

    2025 COMPENSATION HIGHLIGHTS In designing the Company’s compensation program for 2025, the Committee maintained continuity with the overall structure of the Company’s 2024 compensation program. At the same time, consistent with its continuing focus on aligning incentive compensation with the Company’s strategic priorities, the Committee made targeted updates to the performance measures under the Company’s annual cash incentive plan for 2025. An overview of updates to the performance measures under the Company’s 2025 incentive compensation programs is provided below. Further discussion of our incentive compensation programs can be found in the “2025 Annual Incentives” and “2025 Long-Term Incentive Awards” sections of this CD&A below.

  23. 2025 Short-Term Incentive Plan Updates

    2025 Short-Term Incentive Plan Updates We refer to our annual cash incentive plan for 2025 as our “2025 Short-Term Incentive Plan” or “2025 STIP.” In designing the 2025 STIP, the Committee evaluated the continued appropriateness of the performance measures used under the prior year’s short-term incentive plan and considered potential enhancements to the plan design. The Committee’s objective was to ensure that the 2025 STIP performance measures were optimally aligned with the priorities of the Company’s shareholders and the key objectives and expected outcomes of the Company’s 2025 business plan. In this process, the Committee also considered significant developments in the Company’s business during 2024, including the Company’s integrated business model following its acquisition of Equitrans Midstream Corporation in July 2024. In selecting performance measures for the 2025 STIP, the Committee focused on metrics that are directly tied to the Company’s core business plan objectives and that investors often use when assessing Company performance. The Committee sought to establish a balanced mix of performance measures with limited overlap, so that performance on any single measure would not have a disproportionate or cascading effect on overall incentive outcomes. In addition, the Committee evaluated the proposed performance measures and relative weightings in the context of incentive plan designs used by the Company’s benchmarking peers. As described in greater detail below, these considerations culminated in the following performance measures and weightings under the 2025 STIP: ■ Free cash flow per share (30%); ■ Capital expenditures (20%); ■ Cash operating costs per Mcfe (20%); ■ Environmental, health and safety intensity (20%); and ■ Production (10%).

  24. Enhancements to STIP Plan Design for 2025

    Enhancements to STIP Plan Design for 2025 As part of the 2025 STIP design, the Committee recognized that achieving the Company’s annual production plan is a key metric evaluated by investors. Accordingly, the Committee added production as a performance measure under the 2025 STIP, with production representing 10% of the 2025 STIP pool funding. At the same time, the Committee recognized the importance of effective expense management to investors and included two cost-focused performance measures: capital expenditures (measured in total dollars) and cash operating costs (measured on a dollars per Mcfe(1) basis). Each of these measures represents 20% of the 2025 STIP pool funding. The Committee viewed cash operating costs as an effective, comprehensive measure of the Company’s performance in managing operating expenses. As a result, this measure replaced three performance measures used under the 2024 STIP-adjusted gross G&A expense per Mcfe, cash operating margin, and finding and development costs. The Committee concluded that emphasizing capital expenditures and cash operating costs under the 2025 STIP maintains a strong focus on disciplined expense management while simplifying the overall plan design and enhancing transparency and understandability for both investors and employees. The Committee believes that this overall mix of performance measures appropriately aligns 2025 annual incentive compensation opportunities with the Company’s key business plan objectives and the interests of its shareholders.

  25. 2025 COMPENSATION PROGRAM HIGHLIGHTS

    | 2025 Short-Term Incentive Program (Annual Cash Incentive Plan) | | | 80% of payout based on achieving key financial and operating performance goals | ■ 80% of the 2025 short-term incentive program (“STIP”) funding is linked to achievement of financial and operational performance measures that align with our key strategic objectives, as follows:(1) ✓ Free cash flow per share (30%) ✓ Capital expenditures (20%) ✓ Cash operating costs per Mcfe (20%) ✓ Production (10%) ■ The Committee selected these performance measures to align executive compensation opportunities with achievement of key business plan objectives | | 20% of payout based on achieving environmental, health and safety performance goals | ■ 20% of 2025 STIP funding is linked to achievement of environmental, health and safety (“EHS”) intensity performance goals ■ The Committee selected this metric to align executive compensation opportunities with achievement of key EHS goals during 2025 |

  26. 2025 COMPENSATION PROGRAM HIGHLIGHTS

    | 2025 Long-Term Incentive Program (Long-Term, Time-Based and Performance-Based Equity Awards) | | | Encourages retention and measures performance against a mix of absolute and relative total shareholder return goals | ■ Our long-term incentive program (“LTIP”) includes two award types—time-based restricted stock units (“RSUs”) (weighted 40%) and performance-based incentive performance share units (“PSUs”) (weighted 60%) ■ Our 2025 Incentive PSU Program measures performance against a matrix of absolute and relative total shareholder return (“TSR”) performance goals established by the Committee ■ Directly links long-term incentive opportunity with achieving a combination of strong absolute shareholder returns and outperformance against our peers ■ Tracks a three-year performance period, commencing January 1, 2025 and ending December 31, 2027 ■ Designed to be consistent with observed market trends, based on input from the Committee’s independent compensation consultant and investor feedback ■ Payout is capped to limit maximum possible payouts and mitigate compensation-related risk (capped at 2.0x for 2025 PSUs) | | Other 2025 Compensation Highlights | | | Equity for all | ■ An important element of our compensation philosophy is broad employee equity ownership ■ Since 2021, we have maintained our “equity for all” program, under which every permanent employee of the Company (including those employees who, prior to 2021, were not previously eligible to receive equity as part of their total compensation) receives an annual grant of a long-term equity incentive award in the form of RSUs having a grant value of at least $5,000 (this grant is in addition to, and was not instituted in lieu of, existing compensation) ■ The Committee believes this “equity for all” compensation program affords multiple benefits to the Company by: ✓ ensuring that all permanent employees receive equity-based compensation as part of their total compensation opportunity; ✓ serving as an additional, meaningful way to recognize the contributions of all employees, whose efforts drive our success as an organization; and ✓ aligning the interests of our entire workforce with the interests of our shareholders and our goal of achieving long-term value creation ■ The Committee and management believe that the “equity for all” program enhances our shared culture of success and affords all employees an opportunity to become owners of our Company and share in the financial benefits of the Company’s success |

  27. OVERALL COMPENSATION PHILOSOPHY

    | Guiding Principle | | How It Drives Our Compensation Program Design | | | | 1 | Compensation program should align with shareholder success and feedback | ■ Payouts under the incentive PSU program of our LTIP are based on a matrix of absolute and relative TSR over a three-year performance period, linking incentive opportunity with the creation of long-term value for shareholders | | | | 2 | Compensation methods should align the workforce with the performance of the business | ■ Low-cost operator―leverage technology and planning to drive operating efficiencies ■ Strengthen the Company’s balance sheet―incentivize a focus on free cash flow generation and paying down debt ■ Maximize shareholder value through capital allocation―incentivize a focus on full cycle returns, free cash flow generation, and lower capital expenditures | | 80% of the 2025 STIP funding was linked to financial and operational performance measures that align with key strategic objectives: ✓ Free Cash Flow Per Share ✓ Capital Expenditures ✓ Cash Operating Costs per Mcfe ✓ Production | | | | ■ Solidify our commitment to being a good neighbor, operating responsibly, and focusing on employee safety | | 20% of the 2025 STIP funding was linked to environmental, health, and safety measures, measured through EHS Intensity performance | | 3 | Compensation plan should be easy to administer | ■ For 2025, our LTIP includes only two award types, with a consistent award mix applied to all NEOs: | | | | | | Type of Award | | Mix for All NEOs | | | | Restricted Stock Units | | 40% | | | | Incentive Performance Share Units | | 60% |

  28. ANNUAL INCENTIVE COMPENSATION PHILOSOPHY

    ANNUAL INCENTIVE COMPENSATION PHILOSOPHY

  29. ANNUAL INCENTIVE COMPENSATION PHILOSOPHY

    | Guiding Principle | | How It Drives Our Compensation Program Design | | 4 | Annual incentive performance metrics should be easy to measure and easy to explain | ■ Performance metrics are quantifiable ■ Our digital work environment affords employees visibility into Company performance, increasing the incentive impact of the Company’s compensation programs on performance | | 5 | Annual incentive performance metrics should be within the control of employees | ■ STIP metrics are designed to ensure performance is impacted by employee actions during the annual performance period |

  30. LONG-TERM INCENTIVE COMPENSATION PHILOSOPHY

    LONG-TERM INCENTIVE COMPENSATION PHILOSOPHY

  31. LONG-TERM INCENTIVE COMPENSATION PHILOSOPHY

    | Guiding Principle | | How It Drives Our Compensation Program Design | | 6 | Long-term incentive program should be market-aligned | ■ The Committee, guided by its independent compensation consultant, utilizes compensation peer group benchmarking data to ensure alignment of program design and practices with prevailing market practices ■ The Committee recognizes the importance to our shareholders of maintaining a focus on achieving absolute returns ■ The Committee applied a performance matrix for 2025 that reflects an appropriate balance of relative and absolute TSR and continued to apply this approach in the design of the LTIP for 2026 | | 7 | Performance measures represent keys to long-term value creation | ■ Since 2021, payouts under the incentive PSU program of our LTIP have been linked to shareholder returns, based on a matrix of absolute and relative performance, over a three-year performance period ■ The Committee believes performance measures under the incentive PSU program of our LTIP are aligned with shareholder feedback and focus the Company’s executive team on enhancing shareholder returns over a longer-term, three-year performance period through successful execution of the Company’s strategy | | 8 | Broad long-term incentive eligibility enables all employees to participate in ownership of the Company | ■ Every permanent employee of the Company receives a long-term equity incentive grant in the form of RSUs having an award target value of $5,000 under our “equity for all” program ■ The “equity for all” grant represents a special, discretionary grant to employees who, prior to 2021, were not previously participants in the Company’s LTIP; these grants are in addition to, and not in lieu of, existing compensation for these employees ■ Recognizing the success of this program, the Committee has continued the program each year since its inception, including in 2025 and again in 2026 ■ All 2025 RSUs and incentive PSUs were granted under the shareholder-approved EQT Corporation 2020 Long-Term Incentive Plan and will be settled upon vesting in shares of Company common stock |

  32. ESTABLISHING AND ADMINISTERING THE STIP AND LTIP

    ESTABLISHING AND ADMINISTERING THE STIP AND LTIP Each year, the Committee approves the design of the Company’s annual short-term incentive plan (“STIP”) and long-term incentive plan (“LTIP”). This includes establishing performance measures and metrics (including threshold, target, and maximum levels), target payout opportunities, and, with respect to the performance-based equity component of the LTIP, the applicable performance measures, performance peer group, and potential payout levels. The Committee’s deliberations occur over the course of multiple meetings and include input from management (other than with respect to discussions regarding their own compensation) and the Committee’s independent compensation consultant. Following its approval of the incentive plans, the Committee receives regular updates throughout the year regarding the Company’s performance relative to the applicable performance measures under the annual STIP, as well as with respect to all outstanding performance-based LTIP awards. At the conclusion of each applicable performance period, the Committee reviews and certifies the levels at which the performance measures were satisfied and approves the amount of incentive award payable to each NEO.

  33. DELEGATION OF GRANT AUTHORITY

    DELEGATION OF GRANT AUTHORITY The Committee has delegated to Mr. Toby Z. Rice, in his capacity as a director, the authority to authorize the grant of a limited and specified number of RSUs to: ■ Newly-hired or recently-promoted employees on the condition that no award exceeds the 50th percentile of the market long-term incentive compensation target in value when taken together with any other related grants awarded to a grantee in the same calendar year; and ■ employees who participate in the Company’s educational assistance program, on the condition that no individual award exceeds 1,000 shares and provided that the recipient does not otherwise participate in our current long-term incentive award program. Mr. Rice may not authorize the grant of any awards to an executive officer, or to any “officer” for purposes of Rule 16b-3 promulgated under the Exchange Act, of the Company. Additionally, all such awards must be made on standard terms approved by the Committee and are reported to the Committee for informational purposes at the next regular meeting of the Committee. The Committee has not delegated its authority to grant equity to any other executive officer.

  34. ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

    ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT The Committee has the sole authority to hire, terminate, and approve fees for compensation consultants, independent legal counsel, and other advisors as it deems necessary to assist in fulfilling its responsibilities. The Committee engaged Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant for 2025 compensation decisions applicable to our NEOs. Meridian reports directly to the Committee. Meridian provides the Committee with market data and counsel regarding executive officer compensation programs and practices (collectively, the “Compensation Consultant Services”), including: ■ competitive benchmarking; peer group identification and assessment; advice and market insight as to the form of, and performance measures for, annual and long-term incentive compensation; ■ marketplace compensation trends, both generally and within the Company’s industry; and ■ advice regarding the Company’s annual review of compensation risk. As part of the Compensation Consultant Services, Meridian also provides the Corporate Governance Committee of the Board with market data and competitive benchmarking for the Company’s non-employee director compensation program. Representatives of Meridian do not make recommendations on, or approve, the amount of compensation for any executive officer. The Committee may request information or advice directly from representatives of Meridian and may direct management to provide information to representatives of Meridian. Representatives of Meridian regularly interact with members of the Committee, both during and outside of Committee meetings. The Committee considered the services provided by Meridian, as well as informational responses provided by Meridian to the Committee on topics relevant to assessing Meridian’s relationship with the Company and its management team and determined that such services do not compromise Meridian’s independence as the Committee’s independent compensation consultant. Other than the Compensation Consultant Services, Meridian did not perform any other services for the Company, and, accordingly, no fees were paid for any additional services in 2025.

  35. ELEMENTS OF 2025 COMPENSATION PROGRAM

    | | Element | Form of Compensation for 2025 | Description | Highlights for 2025 Program | | FIXED | 1 Base Salary | Cash | Provides base compensation for day-to-day performance of job responsibilities | ■ Our CEO continued to accept a base salary of $1 for the entirety of 2025 and, during his tenure at EQT, which began in 2019, has never taken a base salary of over $1 ■ Base salaries for other NEOs reflect the Committee’s consideration of competitive market data, individual performance, and strategic importance of the role | | PERFORMANCE-BASED, VARIABLE | 2 Annual Incentives | Cash | Rewards performance during the year based on achieving annual performance goals established by the Committee | 2025 STIP pool funding was based upon specific, defined performance measures: ■ Free cash flow per share (30%) ■ Capital expenditures (20%) ■ Cash operating costs per Mcfe (20%) ■ EHS intensity (20%) ■ Production (10%) | | | 3 Long-Term Incentives | ■ RSUs ■ PSUs | ■ Encourages retention and improvement in the long-term performance of the Company ■ Aligns the financial interests of our NEOs with those of our shareholders | ■ 2025 LTIP awards for NEOs consisted of 60% PSUs and 40% RSUs ■ 2025 PSUs are tied to performance on a combination of absolute and relative total shareholder return performance over a three-year performance period ■ 2025 RSUs vest pro rata over a three-year period on each anniversary of the grant date | | | 4 Other Compensation | ■ Employee benefit plans and programs that are generally available to all employees, with enhanced executive physical exam benefits ■ Limited perquisites | Other compensation is generally consistent with that available to all employees | ■ No personal use of Company-leased private aircraft ■ No Company-funded country club or similar dues ■ No car allowances or subsidized parking |

  36. Chief Executive Officer

    Chief Executive Officer Mr. Toby Z. Rice was appointed President and Chief Executive Officer on July 10, 2019, immediately following the 2019 Annual Meeting of Shareholders. Upon his appointment, Mr. Rice elected to receive a base salary of $1 for his first 12 months of his service, which the Board approved. Mr. Rice has continued to accept a base salary of $1 in each subsequent year, including 2025. Accordingly, since his appointment as Chief Executive Officer, substantially all of his compensation has been performance-based, variable, and at risk. Consistent with the Company’s compensation philosophy, the Committee structured Mr. Rice’s 2025 compensation to include a mix of annual and long-term incentive awards that, in the aggregate, generally approximated the middle range of comparative market data for the CEO position based on compensation peer group benchmarking data provided by Meridian, with a strong emphasis on performance-based compensation. Discussion of the various components of Mr. Rice’s compensation and the basis for its design is provided below.

  37. BENCHMARKING

    BENCHMARKING The Committee utilizes a compensation benchmarking peer group as part of its annual compensation process to benchmark the competitiveness, structure, and design of the Company’s executive compensation program. As part of its annual process for reviewing and setting executive officer compensation, the Committee, over the course of several meetings and with assistance from Meridian, performed a review of the Company’s compensation benchmarking peer group to assess the continued appropriateness of the peer group for purposes of considering 2025 executive officer compensation. The Committee’s considerations in conducting this review, together with the resulting updates to the Company’s 2025 compensation benchmarking peer group, are described below.

  38. Designing the 2025 Compensation Benchmarking Peer Group

    Designing the 2025 Compensation Benchmarking Peer Group In designing the Compensation Peer Group (as defined below) for 2025, the Committee considered the changes to the Company’s size and overall business mix resulting from the Company’s acquisition of significant midstream assets in July 2024, when it acquired Equitrans Midstream Corporation (the “Equitrans Midstream Acquisition”). Additionally, the Committee observed that four members of the then-existing compensation peer group had either been acquired or publicly announced transactions to be acquired, such that each would cease to be a publicly traded company. With these considerations in mind, beginning in July 2024 and over the course of several meetings that followed, the Committee engaged in a comprehensive review and assessment of the Company’s then-existing 2024 compensation benchmarking peer group and worked to design the Company’s 2025 Compensation Peer Group (as defined below). In assessing the existing peer group, the Committee considered data compiled by Meridian regarding peer company size (specifically, enterprise value, market capitalization, assets, and revenue, as compared to EQT) and, for exploration and production (“E&P”) focused peers, dry gas as a percentage of reserves. The Committee considered these measures of size and industry characteristics to be the most important factors in selecting an appropriate set of peer companies against which to assess executive compensation decisions, including pay levels. Additionally, as part of the Committee’s process of designing the 2025 Compensation Peer Group, with these size and industry characteristics in mind, Meridian identified and presented to the Committee for its consideration, and the Committee considered, various companies for possible addition to the compensation benchmarking peer group for 2025. This review included both E&P and midstream companies. The Committee considered each member of the then-existing peer group and each company identified for possible addition to the peer group based on the above referenced measures of company size, percentage of dry gas production (in the case of E&P-focused companies), and midstream business operations (in the case of midstream companies). As part of this analysis, the Committee evaluated the relative position of the Company within the proposed peer group. As a result of this review, the Committee determined to make the following updates to the compensation benchmarking peer group for 2025:

  39. Designing the 2025 Compensation Benchmarking Peer Group

    | Removed from 2024 Compensation Benchmarking Peer Group | Basis for Removal | | Hess Corporation Marathon Oil Corporation Pioneer Natural Resources Company Southwestern Energy Company | Acquired or publicly announced transaction to be acquired, such that they would cease to be publicly traded companies | | CNX Resources Corporation Comstock Resources, Inc. Matador Resources Company Murphy Oil Corporation | Meaningfully smaller in size relative to EQT following the Equitrans Midstream Acquisition(1) |

  40. Designing the 2025 Compensation Benchmarking Peer Group

    | Added to Compensation Benchmarking Peer Group for 2024 | Rationale | | ONEOK, Inc. Targa Resources Corporation The Williams Companies, Inc. | Significant midstream businesses; included considering the Company’s acquisition of significant midstream assets through the Equitrans Midstream Acquisition | | EOG Resources, Inc. Occidental Petroleum Corporation | Large, diversified E&Ps (and, in the case of Occidental Petroleum, with significant midstream operations); included to more appropriately position the Company closer to the median of its peer group in terms of relative size(1) | | Permian Resources Corporation | Growing E&P focused company; included to help ensure a robust, size-appropriate peer group |

  41. Designing the 2025 Compensation Benchmarking Peer Group

    As discussed above, in assessing relative size of peers, the Committee considered data compiled by Meridian regarding peer company size (specifically, enterprise value, market capitalization, assets, and revenue, as compared to EQT). The Committee believes that the resulting 2025 compensation peer group represents an appropriate mix of companies relative to the Company’s business mix and size following the Company’s successful completion of the Equitrans Midstream Acquisition in 2024.

  42. 2025 COMPENSATION BENCHMARKING PEER GROUP

    2025 COMPENSATION BENCHMARKING PEER GROUP As a result of the Committee’s process described above, the Company’s Compensation Benchmarking Peer Group for 2025 (the “2025 Compensation Peer Group”) was as follows:

  43. 2025 COMPENSATION BENCHMARKING PEER GROUP

    | 2025 Compensation Benchmarking Peer Group | | | | Antero Resources Corporation(1) APA Corporation Coterra Energy, Inc. Devon Energy Corporation Diamondback Energy, Inc. | EOG Resources, Inc. Expand Energy Corporation(2) Occidental Petroleum Corporation ONEOK, Inc. Ovintiv Inc. | Permian Resources Corporation Range Resources Corporation Targa Resources Corp. The Williams Companies, Inc. |

  44. 2025 COMPENSATION BENCHMARKING PEER GROUP

    (1) For purposes of the Company’s compensation benchmarking, compensation benchmarking data in respect of Antero Resources Corporation included compensation paid to each relevant executive officer for services to Antero Midstream Corporation given combined managerial responsibilities and better comparability to the Company’s combined upstream and midstream operations. Chesapeake Energy Corporation merged with Southwestern Energy Company in late 2024 to become Expand Energy Corporation.

  45. 2025 ANNUAL INCENTIVES

    2025 ANNUAL INCENTIVES

  46. Overview

    Overview Annual cash incentive awards are designed to link annual incentive compensation opportunities to the achievement of performance goals established annually by the Committee. As described above, the performance measures under the Company’s 2025 STIP consist of a combination of financial, operating, and EHS metrics and are intended to align annual incentive opportunities with the Company’s strategic objectives.

  47. Determination of 2025 Target Annual Incentive Awards

    Determination of 2025 Target Annual Incentive Awards Each year, typically in early February, the Committee establishes a target annual incentive award for each NEO. In setting the 2025 target annual incentive award, the Committee considered competitive market compensation data, individual performance, and the scope and strategic importance of each NEO’s role. For each NEO (other than Mr. Rice, whose base salary is $1), the target annual incentive award is expressed as a percentage of annual base salary. The target annual incentive awards for 2025, as established by the Committee in February 2025, are set forth in the table below.

  48. Determination of 2025 Target Annual Incentive Awards

    | Named Executive Officer | 2024 STIP Target (% of Base Salary) | 2025 STIP Target (% of Base Salary) | Initial 2025 STIP Target(1) ($) | | Toby Z. Rice | —(2) | —(2) | 1,500,000 | | Jeremy T. Knop | 100% | 100% | 625,000 | | J.E.B. Bolen | 50% | 60% | 264,000 | | Sarah Fenton | 50% | 60% | 264,000 | | William E. Jordan | 80% | 80% | 400,000 |

  49. Determination of 2025 Target Annual Incentive Awards

    (1) In July 2025, the Committee conducted the Midyear Compensation Review. As a result of the Midyear Compensation Review, the Committee approved further adjustments to the 2025 STIP targets awards for our NEOs (other than Mr. Rice). These adjusted 2025 STIP targets replaced, and were not in addition to, the 2025 STIP targets originally established by the Committee in March 2025. Further details regarding the Midyear Compensation Review and the resulting compensation changes are provided in the “Midyear Compensation Review” section below. (2) Mr. Toby Z. Rice’s annual incentive target is not established as a percentage of base salary, as Mr. Rice accepts a base salary of $1 per year. For 2025, the Committee determined to increase Mr. Rice’s annual incentive target from $1,000,000 to $1,500,000.

  50. MIDYEAR COMPENSATION REVIEW

    | Named Executive Officer | Midyear Annual Base Salary Increase ($) | Final 2025 Annual Base Salary(1) ($) | Midyear Increase to 2025 STIP Target (% of Base Salary) | Final 2025 STIP Target (% of Base Salary) | Final 2025 STIP Target(2) ($) | | Toby Z. Rice | — | 1 | — | — | 1,500,000 | | Jeremy T. Knop | 50,000 | 675,000 | — | 100% | 675,000 | | J.E.B. Bolen | 120,000 | 560,000 | 40% | 100% | 560,000 | | Sarah Fenton | 120,000 | 560,000 | 40% | 100% | 560,000 | | William E. Jordan | 75,000 | 575,000 | 10% | 90% | 517,500 |

  51. 2025 ANNUAL INCENTIVE PROGRAM DESIGN AND FUNDING

    2025 ANNUAL INCENTIVE PROGRAM DESIGN AND FUNDING

  52. Setting Performance Metrics for the 2025 Annual Incentive Awards

    Setting Performance Metrics for the 2025 Annual Incentive Awards As described above, the Committee designed the 2025 STIP metrics to align annual incentive compensation opportunities with a focus on achieving the Company’s key strategic priorities for 2025 and to align potential payouts with the interests of shareholders. In setting performance measures and metrics for the 2025 STIP, the Committee carefully considered each performance measure over the course of several meetings, evaluating each proposed performance measure in the context of the Company’s strategic goals and operating priorities for 2025. The Committee also examined the prevalence of various financial and non-financial annual incentive plan performance measures utilized by peers in their annual incentive plan design and considered this peer benchmarking in assessing the design of the Company’s 2025 STIP. In doing so, the Committee reviewed the approach and methodology used to develop the threshold, target, and maximum performance levels for each of the proposed performance measures and assessed the degree of performance challenge required to achieve such levels. These discussions occurred over multiple meetings in late 2024 and early 2025 and included, among other considerations, a review of the Company’s actual performance in 2024 and prior years, relative to the proposed threshold, target, and maximum performance levels for each measure. In establishing the 2025 threshold, target, and maximum performance levels for free cash flow per share―a performance measure that is sensitive to changes in natural gas commodity prices―the Committee considered prevailing natural gas commodity market prices at the time the plan was approved. Following this review, the Committee approved the performance measures, the specific threshold, target, and maximum performance metrics, and the related payout multiples under the 2025 STIP in early 2025. The approved performance measures and metrics for the 2025 STIP are set forth in the table below. As discussed above, in designing the 2025 STIP, the Committee determined not to include the Adjusted Gross G&A Expense per Mcfe and Finding and Development Costs performance measures, which together represented 25% of 2024 STIP funding. Instead, the Committee increased the weighting of the Capital Expenditures performance measure from 15% to 20% and the Cash Operating Costs per Mcfe performance measure from 10% to 20%, and added Production as a new performance measure with a weighting of 10% for purposes of the 2025 STIP.

  53. Determining 2025 Annual Incentive Awards Funding

    Determining 2025 Annual Incentive Awards Funding The 2025 STIP provides for automatic adjustments for certain extraordinary items to encourage executives to make decisions in the best interests of the Company without regard to the impact of such items on annual incentive compensation. Accordingly, the 2025 STIP automatically excludes from the calculation of performance measures the direct and indirect impacts of acquisitions and/or dispositions completed during the plan year for which consideration exceeded $100 million, as well as, in the Committee’s discretion, transactions with consideration between $50 million and $100 million, in each case to the extent not contemplated by the Company’s original business plan. Consistent with these provisions, the direct and indirect impacts of the Company’s acquisition of certain oil and gas properties and related assets and contracts from Olympus Energy LLC, Hyperion Midstream LLC and Bow & Arrow Land Company LLC (the “Olympus Energy Acquisition”), which was completed in 2025 and involved consideration in excess of $100 million, were automatically excluded from the calculation of the 2025 STIP performance measures. Additional information regarding this transaction is included in the Company’s 2025 Annual Report. Although the 2025 STIP also provides for adjustments to reflect the impacts of discontinued operations, no such adjustments were required for 2025. From time to time, during periods of low natural gas prices driven by factors such as warm winter weather and elevated storage inventories, management may implement a strategy to curtail certain daily volumes of gross production (“Strategic Curtailments”), deferring sales of the curtailed volumes to future periods when more favorable commodity price realizations may be available. The Committee recognized that Strategic Curtailments enhance shareholder value by responding appropriately to prevailing market conditions and, accordingly, included an automatic adjustment under the 2025 STIP to neutralize the impact of Strategic Curtailments implemented during 2025, but only to the extent such curtailments were not contemplated in the Company’s original 2025 business operating plan. In making this determination, the Committee considered, among other factors, the importance of aligning annual incentive compensation with management actions undertaken in the best interests of shareholders that could otherwise reduce incentive outcomes under the plan. The impact of this automatic adjustment on the 2025 STIP performance measures is described in Appendix A. In addition to the foregoing automatic adjustments, the Committee retains general discretionary authority to adjust the determination of the incentive pool, including to increase, reduce, or eliminate the final incentive pool amount to avoid undue positive or negative effects on incentive compensation outcome. The Committee exercised this discretion to approve adjustments to the applicable 2025 STIP performance measures to reflect (i) certain incremental capital contributions made in 2025 with respect to the Company’s equity ownership interest in Mountain Valley Pipeline (“MVP”) Series C, resulting from management’s strategic decision to accelerate into 2025 the planned purchase of turbines required for the MVP Boost project(1) (which had originally been planned for 2026), and (ii) the impact on the Company’s reported capital expenditures of certain capital being retained by MVP Series A, but accounted for as capital contributed to equity method investments. In approving these discretionary adjustments, the Committee considered, among other factors, the importance of aligning annual incentive compensation with management actions undertaken in the best interests of shareholders and its desire to avoid undue negative effects on incentive compensation outcomes. The impact of these discretionary adjustments on the 2025 STIP performance measures is described in Appendix A. The final performance results for 2025, together with the resulting funding multiple for each performance measure, are provided in the table below. These individual funding multiples resulted in a total aggregate funded incentive performance pool of 1.69 times the target incentive pool funding amount. The MVP Boost project refers to an ongoing project to expand transmission capacity on MVP.

  54. Determining 2025 Annual Incentive Awards Funding

    | | Percent of Pool Funding | Performance Measure(1) | Performance Metric | Actual Results | Funding Multiple(2) | | | 30% | Free Cash Flow Per Share ($/share) | | | | | | | Threshold | $3.18 | $4.89 | 1.2x | | | | Target | $4.69 | | | | | | Maximum | $5.65 | | | | | 20% | Environmental, Health and Safety Intensity (hazard points) | | | | | | | Threshold | 19,250 | 12,179 | 2.0x | | | | Target | 17,500 | | | | | | Maximum | 15,750 | | | | | 20% | Capital Expenditures ($ millions) | | | | | | | Threshold | $2,416 | $2,172 | 2.0x | | | | Target | $2,316 | | | | | | Maximum | $2,216 | | | | | 20% | Cash Operating Costs ($/Mcfe) | | | | | | | Threshold | $1.19 | $1.07 | 1.8x | | | | Target | $1.12 | | | | | | Maximum | $1.05 | | | | | 10% | Production (Bcfe) | | | | | | | Threshold | 2,217 | 2,304 | 1.7x | | | | Target | 2,267 | | | | | | Maximum | 2,317 | | | | | | Total funded incentive performance pool 1.69x | | | |

  55. Determining 2025 Annual Incentive Awards Funding

    (1) See Appendix A to this proxy statement for the definitions and reconciliations of, and other important information regarding, the non-GAAP performance measures used in the Company’s 2025 STIP. As discussed in greater detail in Appendix A, for purposes of the 2025 STIP, cash operating margin was calculated using constant commodity prices, with commodity prices held constant for this metric to avoid the undue positive or negative effect of prices that are beyond the control of the NEOs and may be volatile. No such adjustment was applied in calculating free cash flow per share. Free cash flow per share was calculated using the average of the shares outstanding at the end of each calendar month, adjusting for share repurchased (added back to outstanding) and shares issued in equity offerings or as consideration for acquisitions (subtracted from outstanding). (2) Funding multiple was determined based upon actual performance, as outlined in the following table:

  56. Determining 2025 Annual Incentive Awards Funding

    | Performance Metric Level of Achievement | Payout Factor Applied(a) | | Threshold | 0.5 | | Target | 1.0 | | Maximum | 2.0 |

  57. Determining 2025 Annual Incentive Awards Funding

    (a) Performance between stated levels is assessed based on linear interpolation in each case. Performance below the “threshold” level results in a zero payout for the applicable performance measure. The Committee applied the 2025 STIP funding multiple of 1.69 to determine the 2025 STIP award payments for the NEOs. The table below presents the 2025 annual incentive award payments:

  58. Determining 2025 Annual Incentive Awards Funding

    | Named Executive Officer | 2025 Annual Incentive Award Payment ($) | | Toby Z. Rice | 2,535,000 | | Jeremy T. Knop | 1,140,750 | | J.E.B. Bolen | 946,400 | | Sarah Fenton | 946,400 | | William E. Jordan | 874,575 |

  59. 2025 LONG-TERM INCENTIVE PROGRAM DESIGN

    2025 LONG-TERM INCENTIVE PROGRAM DESIGN Over the course of several meetings in late 2024 and early 2025, the Committee designed the 2025 Long-Term Incentive Plan (“2025 LTIP”) to align the long-term incentive compensation opportunity of the Company’s NEOs with the interests of shareholders and achieve the following objectives: ■ drive appropriate performance by our NEOs, consistent with achieving our evolving business objectives; ■ be market competitive to allow us to attract and retain the highest-quality executive leadership; ■ be tax efficient; ■ minimize earnings volatility; and ■ achieve a portfolio approach to performance metrics. The Committee’s considerations also included: ■ market data regarding the long-term incentive design for the 2025 Compensation Peer Group; ■ the appropriate way to incentivize NEOs toward the success of the Company; ■ existing long-term incentive programs and their combined influence on focusing NEO behavior on critical activities; ■ the availability of EQT shares under shareholder-approved plans; ■ the views shared by large shareholders; and ■ the views of proxy advisory services. As a result of the Committee’s analysis, and taking into consideration advice from Meridian, the Committee designed the NEO award mix for the 2025 long-term incentive compensation program, as outlined below.

  60. 2025 Long-Term Incentive Award Mix

    2025 Long-Term Incentive Award Mix

  61. 2025 Long-Term Incentive Award Mix

    | Percent of Awarded Value | | Type of Award | Rationale and Description | Period | | | 60% | Incentive PSUs | ■ 2025 Incentive PSUs directly link pay with an appropriate mix of absolute and relative total shareholder return (“TSR”) performance ■ 2025 Incentive PSUs will be settled in shares of EQT common stock ■ Maximum potential payout under the 2025 Incentive PSUs is capped at 2.0x | ■ Three-year performance period | | | 40% | Time-Based RSUs | ■ RSU awards are a strong retention tool and align NEOs’ interests with the long-term interests of shareholders ■ RSUs granted in 2025 will be settled in shares of EQT common stock | ■ RSUs granted in 2025 vest pro rata over a three-year period on each anniversary of the grant date |

  62. 2025 Incentive Performance Share Units

    2025 Incentive Performance Share Units In designing the 2025 Incentive PSU Program, the Committee determined to link the performance payout under the plan to TSR, based on a performance matrix that combines absolute and relative performance over a three-year performance period. This program design is consistent with the design of the Company’s 2024 Incentive PSU Program. The Committee recognized that achieving strong absolute TSR goals is important to the Company’s shareholders. At the same time, the Committee desired to incentivize management to outperform the Company’s peers, on a relative basis, in TSR. To align executive compensation with achieving these objectives, the Committee developed a performance matrix that evaluates both absolute and relative TSR performance in determining the performance payout factor under the program. The Committee believes that this approach is consistent with observed market trends and investor feedback. The Committee also believes that focusing our executive team on increasing both absolute and relative TSR aligns executive long-term incentive compensation opportunity with the interests of our shareholders.

  63. 2025 Performance Peer Group

    2025 Performance Peer Group The Committee designated a performance peer group (the “2025 Performance Peer Group”) for purposes of evaluating the Company’s relative TSR performance under the 2025 Incentive PSU Program. In selecting the 2025 Performance Peer Group, the Committee started with the 2025 Compensation Peer Group (see “Designing the 2025 Compensation Benchmarking Peer Group” above). The Committee then discussed and determined to apply the following enhancements to establish a better measure of relative Company performance:

  64. 2025 Performance Peer Group

    | Enhancement | Rationale | | Antero Midstream Corporation was included as a separate performance peer (in addition to Antero Resources Corporation) | Including Antero Midstream Corporation, which is separately traded on the New York Stock Exchange, allows for the measurement of the combined upstream and midstream Antero businesses, providing a more comparable reference point to the Company’s business following the Equitrans Midstream Acquisition | | Assign a weighting of “two times” to each of the four peer companies that had the highest percentage of dry gas reserves | The significant majority of EQT’s reserves are dry gas; independent E&P companies with similar operations share common business dynamics, making them better benchmarks against which to evaluate relative performance | | Include the S&P 500 Index as a performance “peer” | Introduces a broad market “governor” for assessing EQT’s performance relative to the equity markets broadly |

  65. 2025 Performance Peer Group

    As a result, the Company’s 2025 Performance Peer Group, which is applied for measuring the Company’s relative TSR performance under the 2025 Incentive PSU Program, was as follows:

  66. 2025 Performance Peer Group

    | 2025 Performance Peer Group | | | | Natural Gas Focused E&P Assigned a Weighting of Two Times (2x) | E&P/Midstream/Index Assigned a Weighting of One Times (1x) | | | ■ Antero Resources Corporation ■ Expand Energy Corporation ■ Coterra Energy, Inc. ■ Range Resources Corporation | ■ Antero Midstream Corporation ■ APA Corporation ■ Devon Energy Corporation ■ Diamondback Energy Inc. ■ EOG Resources, Inc. ■ Occidental Petroleum Corporation | ■ ONEOK, Inc. ■ Ovintiv Inc. ■ Permian Resources Corporation ■ Targa Resources Corporation ■ The Williams Companies, Inc. ■ S&P 500 Index |

  67. Performance Matrix

    | | | Payout Factor (2025 Incentive PSU Program) | | | | | | Absolute TSR (CAGR) | 15% | 0.75x | 1.00x | 1.5x | 1.75x | 2.00x | | | 10% | 0.50x | 0.75x | 1.25x | 1.50x | 1.75x | | | 5% | 0.25x | 0.50x | 1.00x | 1.25x | 1.50x | | | 0% | 0 | 0 | 0.75x | 1.00x | 1.25x | | | (5%) | 0 | 0 | 0.50x | 0.75x | 1.00x | | | | <25th percentile | 25th percentile | 50th percentile | 75th percentile | ≥90th percentile | | | | Relative TSR Percentile Ranking(1) | | | | |

  68. Performance Matrix

    (1) Relative TSR percentile ranking is determined by comparing the Company’s TSR over the three-year performance period against the TSR of the companies included in the 2025 Performance Peer Group over the same three-year performance period. The Committee maintains discretion under the terms of the 2025 Incentive PSU Program to make appropriate adjustments to the determinations of performance measures.

  69. NAMED EXECUTIVE OFFICERS’ 2025 LONG-TERM INCENTIVE AWARDS

    NAMED EXECUTIVE OFFICERS’ 2025 LONG-TERM INCENTIVE AWARDS Each NEO’s total 2025 target long-term incentive award value is presented below. The table also shows the number of RSUs and PSUs that were awarded based on the target award value. In establishing these target award values, the Committee utilized market data provided by Meridian and applied the principles for setting total direct compensation discussed above. The average closing price of the Company’s common stock on each trading day within the 30-calendar-day period preceding, but not including, February 1, 2025 ($50.70), was used to determine the number of shares awarded to each NEO (i.e., for each NEO, the 2025 target long-term award dollar value shown in the table below was allocated 40% to time-based RSUs and 60% to PSUs, with each value then divided by $50.70 and rounded up to the nearest 10 shares to determine the share amounts set forth below). For this reason, the grant date fair values of these awards shown in the “Compensation Tables” section below may be greater than or less than the target award values. Except as noted below, the 2025 long-term incentive awards (in the form of RSUs and PSUs, as described above) were granted to our NEOs on February 13, 2025. The RSU awards vest pro rata over a three-year period on each anniversary of the date of grant, and the PSU awards vest based on performance at the conclusion of the three-year performance period.

  70. NAMED EXECUTIVE OFFICERS’ 2025 LONG-TERM INCENTIVE AWARDS

    | Named Executive Officer | Total 2025 LTIP Award Value ($) | 2025 Time-Based RSUs (40%) (#) | 2025 Incentive PSU Program (60%) (#) | | Toby Z. Rice | 10,500,000 | 82,850 | 124,270 | | Jeremy T. Knop(1) | 3,000,000 | 23,670 | 35,510 | | J.E.B. Bolen(1) | 800,000 | 6,320 | 9,470 | | Sarah Fenton(1) | 800,000 | 6,320 | 9,470 | | William E. Jordan | 2,000,000 | 15,780 | 23,670 |

  71. NAMED EXECUTIVE OFFICERS’ 2025 LONG-TERM INCENTIVE AWARDS

    (1) Does not include the Special Awards (as defined and discussed below).

  72. Special CFO Equity Award

    Special CFO Equity Award In addition to the annual 2025 LTIP awards, the Committee approved a one-time, special long-term equity incentive award to Mr. Knop in February 2025 (the “Special CFO Award”), with a target grant date value of $3.0 million. The Committee approved the Special CFO Award to further align Mr. Knop’s long-term incentive compensation opportunity with shareholder interests, provide additional retention for a key executive leader, and recognize Mr. Knop’s strong individual performance and recent contributions to the Company’s success. The target grant date value of the Special CFO Award was allocated 50% to time-based RSUs and 50% to PSUs, resulting in the grant of 29,590 RSUs and 29,590 PSUs to Mr. Knop on February 13, 2025. The RSUs vest in equal installments on the third, fourth, and fifth anniversaries of the grant date. The PSUs are subject to the same performance measures as the 2025 Incentive PSUs and are earned based on performance over the three-year performance period ending December 31, 2027. Earned PSUs vest in equal installments on the third and fourth anniversaries of the grant date, subject to continued service through the applicable vesting date.

  73. Special Mid-Year Compensation Equity Awards to Operations Executives

    Special Mid-Year Compensation Equity Awards to Operations Executives In connection with the Committee’s Midyear Compensation Review discussed above, the Committee approved a one-time, special long-term equity incentive award for each of Ms. Fenton, the Company’s Executive Vice President Upstream, and Mr. Bolen, the Company’s Executive Vice President Operations. Each award had a grant date value of $1.5 million (together, the “Special EVP Awards” and, together with the Special CFO Award, the “Special Awards”). The Committee viewed the Special EVP Awards as serving to further strengthen retention of these individuals, align their interests with shareholders, and recognize their increased responsibilities. The target grant date value of the Special EVP Awards was allocated 100% to time-based RSUs, resulting in the grant of 26,620 RSUs to each of Ms. Fenton and Mr. Bolen on July 26, 2025. The RSUs and vest in equal installments over a three-year period on each anniversary of the grant date. Additional information regarding the Special Awards is provided in the 2025 Grants of Plan-Based Awards Table and related footnotes below.

  74. CERTIFICATION OF PERFORMANCE UNDER PREVIOUSLY AWARDED LONG-TERM INCENTIVE PROGRAMS

    CERTIFICATION OF PERFORMANCE UNDER PREVIOUSLY AWARDED LONG-TERM INCENTIVE PROGRAMS The performance period for the PSUs awarded under the 2023 Incentive PSU Program ended December 31, 2025. In early 2026, the Committee certified the Company’s actual performance against the performance measures for the 2023 Incentive PSU Program and, as a result, the payout for the 2023 Incentive PSU Program was calculated using a payout multiple of 1.73x. This payout multiple was determined in accordance with the terms of the 2023 Incentive PSU Program based on the Company’s absolute shareholder return and total shareholder return relative to the Company’s 2023 performance peer group over the three-year performance period ended December 31, 2025. Each of the NEOs participated in the 2023 Incentive PSU Program. Please refer to the Company’s 2024 Proxy Statement for additional information regarding the 2023 Incentive PSU Program.

  75. EXECUTIVE SEVERANCE PLAN

    EXECUTIVE SEVERANCE PLAN In May 2020, the Committee approved the EQT Corporation Executive Severance Plan (the “Severance Plan”), which provides benefits to eligible participating executives upon a qualifying termination of employment. The Committee adopted the Severance Plan to transition away from the Company’s legacy approach of entering into individual severance agreements with executives and certain other key employees to a consolidated executive severance plan, which the Committee views as best practice. The severance benefits provided under the Severance Plan are consistent with or, with respect to certain provisions, less favorable to the individual executive than those provided under the prior individual severance arrangements. The Committee believes that the Severance Plan supports the Company’s ability to attract and retain executives whose leadership is critical to the Company’s business by providing a participating executive with income protection if he or she experiences an involuntary termination of employment without cause during the term of the Severance Plan. Upon execution of a participation agreement by an eligible participating executive, the Severance Plan replaces and supersedes any previously existing individual severance arrangement between the Company and the participating executive. Accordingly, no participants in the Severance Plan are party to individual severance-related agreements with the Company. See “Potential Payments upon Termination or Change of Control” below for more information regarding the Company’s Severance Plan and change of control provisions under the EQT Corporation 2020 Long-Term Incentive Plan (“2020 LTIP”), including the value of the benefits provided in various circumstances under the plan.

  76. EXCISE TAX PROVISIONS

    EXCISE TAX PROVISIONS If any compensation to a NEO is accelerated or becomes vested in connection with a change of control of EQT, that executive could, in some cases, be considered to have received “parachute payments” within the meaning of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). Pursuant to these tax laws, the executive could be subject to a 20% excise tax on parachute payments that exceed a certain amount, in which case the Company would be denied a tax deduction for such excess parachute payments. Under the Company’s Executive Severance Plan, in the event a NEO would be subject to the 20% excise tax under Section 4999 of the Code, the payments and benefits to the NEO would be reduced to the maximum amount that does not trigger the excise tax unless the NEO would retain greater value (on an after-tax basis) by receiving all payments and benefits and paying all excise and income taxes. Due to the structure of the excise tax, it is not possible to determine in advance which calculation would produce the more tax-efficient result. If the excise tax is triggered, the Company would not enjoy a tax deduction on the amount of the “excess parachute payments,” but in no event would the Company be obligated to pay any portion of the executive’s excise tax or be required to provide the executive with any gross-up relating to any such excise tax.

  77. POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION

    POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options, the Board and the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

  78. Summary Compensation Table

    Summary Compensation Table

  79. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1)(2) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Toby Z. Rice President and Chief Executive Officer | 2025 | 1 | — | 13,552,232 | — | 2,535,000 | — | 16,087,233 | | | 2024 | 1 | — | 9,783,420 | — | 1,460,000 | 11,500 | 11,254,921 | | | 2023 | 1 | — | 9,550,925 | — | 1,050,000 | — | 10,600,926 | | Jeremy T. Knop Chief Financial Officer | 2025 | 629,808 | — | 7,615,740 | — | 1,140,750 | 31,500 | 9,417,798 | | | 2024 | 533,258 | | 2,677,463 | | 788,400 | 31,050 | 4,030,171 | | | 2023 | 428,846 | — | 1,807,272 | — | 472,500 | 29,700 | 2,738,318 | | J.E.B. Bolen Exec VP Operations | 2025 | 486,923 | — | 2,471,363 | — | 946,400 | 42,692 | 3,947,378 | | Sarah Fenton Exec VP Upstream | 2025 | 486,923 | — | 2,471,363 | — | 946,400 | 31,285 | 3,935,971 | | William E. Jordan Chief Legal and Policy Officer | 2025 | 525,000 | — | 2,581,292 | — | 874,575 | 124,332 | 4,105,199 | | | 2024 | 462,472 | — | 2,059,860 | — | 543,120 | 20,665 | 3,086,117 | | | 2023 | 450,000 | — | 2,122,676 | — | 378,000 | 19,835 | 2,970,511 |

  80. Summary Compensation Table

    (1) The amounts reported in these columns reflect the accounting cost for these awards and do not necessarily correspond to the actual economic value that may be received by the named executive officers. (2) The amounts for 2025 in this column reflect the aggregate grant date fair values determined in accordance with FASB ASC Topic 718 using the assumptions described in Note 14 to EQT’s Consolidated Financial Statements, which is included in our 2025 Annual Report. Pursuant to SEC rules, the amounts shown in the Summary Compensation Table for awards subject to performance conditions are based on the probable outcome as of the date of grant and are shown at target, excluding the impact of estimated forfeitures. Assuming that the highest level of performance conditions is achieved, the grant date fair values of the 2025 Incentive PSU Program awards granted in 2025 and, with respect to Mr. Knop, the PSU portion of the Special CFO Award, would be: $22,765,610 for Mr. Rice; $12,442,254 for Mr. Knop; $3,173,469 for Mr. Bolen; $3,173,469 for Ms. Fenton; and $4,336,186 for Mr. Jordan. (3) The amounts for 2025 reflect the dollar value of annual incentive compensation earned under the 2025 STIP, which amounts were paid in cash in the first quarter of 2026. The amounts for 2025 for Mr. Knop and Ms. Fenton represent the dollar value of the Company’s contributions to the Company’s 401(k) plan. The amount shown for 2025 for Mr. Bolen represents (i) the dollar value of the Company’s contribution to the Company’s 401(k) plan ($31,500) and (ii) the cost of cybersecurity protection monitoring services ($8,500) and an enhanced executive physical examination medical benefit ($2,692), each of which is made available by the Company to its executive officers. The amount shown for 2025 for Mr. Jordan represents (i) the dollar value of the Company’s contribution to the 401(k) plan ($28,817) and (ii) a $95,515 qualified non-elective corrective contribution made by the Company to the Company’s 401(k) plan during the fiscal year ended December 31, 2025, pursuant to IRS correction procedures, relating to inadvertent deferral errors and associated missed Company matching contributions for the 2020-2025 period that were identified in the fiscal year ended December 31, 2025.

  81. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table

  82. 2025 Grants of Plan-Based Awards Table

    | Name | Type of Award(1) | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | All Other Stock Awards; Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | | Target ($) | Target (#) | Maximum (#) | | | | Toby Z. Rice | STIP | — | — | 1,500,000 | — | — | — | — | | | PSU | 2/13/25 | 2/5/25 | — | 124,270 | 248,540 | — | 9,213,378 | | | RSU | 2/13/25 | 2/5/25 | — | — | — | 82,850 | 4,338,855 | | Jeremy T. Knop | STIP | — | — | 675,000 | — | — | — | — | | | PSU | 2/13/25 | 2/5/25 | — | 35,510 | 71,020 | — | 2,632,711 | | | PSU* | 2/13/25 | 2/5/25 | — | 29,590 | 59,180 | — | 2,193,803 | | | RSU | 2/13/25 | 2/5/25 | — | — | — | 23,670 | 1,239,598 | | | RSU* | 2/13/25 | 2/5/25 | — | — | — | 29,590 | 1,549,628 | | J.E.B. Bolen | STIP | — | — | 560,000 | — | — | — | — | | | PSU | 2/13/25 | 2/5/25 | — | 9,470 | 18,940 | — | 702,106 | | | RSU | 2/13/25 | 2/5/25 | — | — | — | 6,320 | 330,978 | | | RSU* | 7/25/25 | 7/14/25 | — | — | — | 26,620 | 1,438,279 | | Sarah Fenton | STIP | — | — | 560,000 | — | — | — | — | | | PSU | 2/13/25 | 2/5/25 | — | 9,470 | 18,940 | — | 702,106 | | | RSU | 2/13/25 | 2/5/25 | — | — | — | 6,320 | 330,978 | | | RSU* | 7/25/25 | 7/14/25 | — | — | — | 26,620 | 1,438,279 | | William E. Jordan | STIP | — | — | 517,500 | — | — | — | — | | | PSU | 2/13/25 | 2/5/25 | — | 23,670 | 47,340 | — | 1,754,894 | | | RSU | 2/13/25 | 2/5/25 | — | — | — | 15,780 | 826,399 |

  83. 2025 Grants of Plan-Based Awards Table

    (1) Type of Award:

  84. 2025 Grants of Plan-Based Awards Table

    | STIP | = | 2025 STIP | | PSU | = | 2025 Incentive PSU Program Awards | | RSU | = | 2025 Restricted Stock Unit Awards | | * | = | Special Awards |

  85. 2025 Grants of Plan-Based Awards Table

    (2) This column reflects the annual incentive award target amounts payable under the 2025 STIP. Awards with respect to the 2025 STIP were paid in cash in the first quarter of 2026. The target amounts reflected in the table represent the target 2025 annual incentive awards under the 2025 STIP, as approved in July 2025 following the Compensation Committee’s midyear review and assessment. Performance results below specified levels would have resulted in zero payout under the 2025 STIP; there was no maximum individual award. See the section titled “2025 Annual Incentives” in the CD&A for further discussion of the 2025 STIP. (3) These columns reflect the target and maximum number of units payable under the 2025 Incentive PSU Program granted to the NEOs on February 5, 2025 and, in the case of Mr. Knop, the PSU portion of the Special CFO Award. The base payout factor for the 2025 Incentive PSU Program and PSU portion of Mr. Knop’s Special CFO Award is based on TSR, as measured based on a matrix of absolute TSR performance and relative TSR performance compared to the TSR of the Performance Peer Group, in each case, over the performance period beginning on January 1, 2025 and ending on December 31, 2027. As there is no guaranteed minimum payout for these awards and the Compensation Committee has discretion to decrease any award otherwise payable, we have not included a threshold amount. The “Target” amount represents 100% of the grant and the “Maximum” amount represents 200% of the grant. The actual payout amounts depend upon the satisfaction of the performance measures over the performance period and the certification of the Compensation Committee. Grant date values are determined in accordance with ASC Topic 718. This column reflects the number of time-based RSUs granted to the named executive officers. Grant date values are determined in accordance with ASC Topic 718. See “2025 Long-Term Incentive Awards” in the CD&A for further discussion of these awards.

  86. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  87. Outstanding Equity Awards at Fiscal Year-End

    | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4) ($) | | Toby Z. Rice | 1,000,000 | — | 10.00 | 2/27/27 | 37,295 | 1,999,032 | — | — | | | — | — | — | — | 290,348 | 15,562,657 | — | — | | | — | — | — | — | 71,020 | 3,806,674 | 319,066 | 17,101,921 | | | — | — | — | — | 83,827 | 4,493,153 | 251,472 | 13,478,916 | | Jeremy T. Knop | — | — | — | — | 3,731 | 199,993 | — | — | | | — | — | — | — | 2,553 | 136,831 | — | — | | | — | — | — | — | 7,832 | 419,821 | — | — | | | — | — | — | — | 12,910 | 691,975 | — | — | | | — | — | — | — | 19,859 | 1,064,457 | — | — | | | — | — | — | — | 19,436 | 1,041,783 | 87,321 | 4,680,398 | | | — | — | — | — | 23,949 | 1,283,680 | 71,858 | 3,851,584 | | | — | — | — | — | 29,939 | 1,604,736 | 59,878 | 3,209,472 | | J.E.B. Bolen | — | — | — | — | 2,487 | 133,328 | — | — | | | — | — | — | — | 8,607 | 461,317 | — | — | | | — | — | — | — | 4,492 | 240,747 | 8,969 | 480,719 | | | — | — | — | — | 6,395 | 342,749 | 19,163 | 1,027,161 | | | — | — | — | — | 26,773 | 1,435,024 | | | | Sarah Fenton | — | — | — | — | 2,487 | 133,328 | — | — | | | — | — | — | — | 8,607 | 461,317 | — | — | | | — | — | — | — | 4,492 | 240,747 | 8,969 | 480,719 | | | — | — | — | — | 6,395 | 342,749 | 19,163 | 1,027,161 | | | — | — | — | — | 26,773 | 1,435,024 | | | | William E. Jordan | — | — | — | — | 8,288 | 444,242 | — | — | | | — | — | — | — | 64,532 | 3,458,907 | — | — | | | — | — | — | — | 14,952 | 801,422 | 67,183 | 3,600,985 | | | — | — | — | — | 15,966 | 855,787 | 47,899 | 2,567,361 |

  88. Outstanding Equity Awards at Fiscal Year-End

    This column reflects (a) the unvested portion of the 2023 RSU awards granted on February 13, 2023 to each named executive officer, two-thirds of which vested on February 13, 2024 and February 13, 2025, respectively, with the remaining one-third vesting on February 13, 2026; (b) the unvested 2023 PSU awards, which are included based upon the actual certified payout value for such awards, which were granted on February 13, 2023 to each named executive officer (and, in the case of Mr. Knop, the unvested 2023 PSU award which was granted on July 24, 2023 in connection with Mr. Knop’s appointment as Chief Financial Officer); (c) the unvested portion of the 2024 RSU awards granted on February 16, 2024 to each named executive officer, one-third of which vested on February 16, 2025 with the remaining two-thirds vesting on February 16, 2026 and February 16, 2027, respectively; (d) the 2025 RSU awards granted on February 13, 2025 to each named executive officer, which vest in three equal annual installments beginning on the first anniversary of the grant date; (e) for Mr. Knop, two additional 2023 RSU awards granted on July 24, 2023 in connection with Mr. Knop’s appointment as Chief Financial Officer, which vest (i) for one award, in three equal annual installments beginning on the first anniversary of the grant date, two-thirds of which vested on July 24, 2024 and July 24, 2025, respectively, with the remaining one-third vesting on July 24, 2026, and (ii) for the second award, in one installment on the fifth anniversary of the grant date; (f) for Mr. Knop, the RSU portion of the Special CFO Award granted on February 13, 2025, which vests in three equal annual installments beginning on the third anniversary of the grant date; and (g) for Mr. Bolen and Ms. Fenton, the Special EVP Awards granted on July 25, 2025, which vest in three equal annual installments beginning on the first anniversary of the grant date (in each case, including accrued dividends). This column reflects the market value of RSUs that have not vested, and the 2023 PSU awards that have not vested but for which performance has been certified by the Compensation Committee, as described in footnote (1), as determined by multiplying the number of shares or units as shown in the column to the left by $53.60, the closing price of the Company’s common stock on December 31, 2025. (3) This column reflects unearned PSUs shown at the maximum possible performance payout multiple, as of December 31, 2025, which were granted pursuant to the 2024 Incentive PSU Program and the 2025 Incentive PSU Program, and in the case of Mr. Knop, the PSU portion of the Special CFO Award (in each case, including accrued dividends). Awards under the 2024 and 2025 Incentive PSU Programs do not vest until payment following the end of the respective performance periods, which is expected to occur in the first quarter of 2027 and 2028, respectively. The PSU portion of Mr. Knop’s Special CFO Award vests on the third- and fourth-year anniversaries of the grant date (in each case, including accrued dividends). (4) This column reflects the payout values at December 31, 2025 of unearned 2024 PSUs and unearned 2025 PSUs, respectively, and in the case of Mr. Knop, the PSU portion of the Special CFO Award. The payout values were determined by multiplying the number of units as shown in the column to the left by $53.60, the closing price of the Company’s common stock on December 31, 2025. The actual payout values of these awards will depend upon, among other things, the Company’s actual performance through the end of the applicable performance periods and the Company’s future stock price.

  89. Option Exercised and Stock Vested

    Option Exercised and Stock Vested

  90. Option Exercised and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Toby Z. Rice | 684,640 | 34,593,464 | | Jeremy T. Knop | 33,581 | 1,743,291 | | J.E.B. Bolen | 19,189 | 980,776 | | Sarah Fenton | 19,189 | 980,776 | | William E. Jordan | 151,744 | 7,665,992 |

  91. Option Exercised and Stock Vested

    (1) Amounts in this column represent the aggregate number of (a) RSUs that vested in accordance with the terms of their respective award agreements; and (b) PSUs that vested in accordance with the terms of the EQT Corporation 2022 Incentive Performance Share Unit Program. Consistent with Company policy, upon the vesting of these awards, the Company withheld a portion of the otherwise distributable shares in respect of taxes, as follows in aggregate: Mr. Rice—295,051 shares; Mr. Knop—12,848 shares; Mr. Bolen—6,475 shares; Ms. Fenton—6,763 shares; and Mr. Jordan—56,990 shares. (2) Stock awards value realized is determined by multiplying (i) the closing market price of EQT’s common stock on the vesting date by (ii) the number of shares of common stock that vested on that date.

  92. Pension Benefits and Non-Qualified Deferred Compensation

    Pension Benefits and Non-Qualified Deferred Compensation The Company does not maintain a defined benefit pension plan or a deferred compensation plan for employees, and there are no deferred compensation balances.

  93. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The Company maintains certain plans and has entered into certain agreements that require the Company to provide compensation to the named executive officers in the event of a termination of employment, including a termination of employment following a change of control of the Company. These plans and agreements are summarized below, and such summaries are qualified in their entirety by reference to the full text of such plans and agreements. The 2020 LTIP, the EQT Corporation 2019 Long-Term Incentive Plan (the “2019 LTIP”), and Severance Plan, as well as the forms of our Incentive PSU Program, Restricted Stock Unit Award Agreement, Stock Option Participant Award Agreement, and Short-Term Incentive Plan, and other written agreements described below, have been filed with the SEC as exhibits to, or incorporated by reference in, our 2025 Annual Report.

  94. Pay Versus Performance Table

    Pay Versus Performance Table

  95. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss)(5) ($ thousands) | Free Cash Flow(6) ($ millions) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(4) | | | | 2025 | $16,087,233 | $25,997,564 | $5,351,587 | $6,618,795 | $448.69 | $323.98 | $2,039,247 | $2,949 | | 2024 | $11,254,921 | $26,423,276 | $2,932,432 | $5,316,204 | $381.45 | $330.20 | $230,577 | $695 | | 2023 | $10,600,926 | $23,366,571 | $2,935,581 | $4,389,834 | $314.26 | $279.54 | $1,735,232 | $858 | | 2022 | $11,600,737 | $46,062,802 | $2,662,847 | $8,559,063 | $270.43 | $277.66 | $1,770,965 | $1,925 | | 2021 | $16,919,763 | $37,208,460 | $3,778,671 | $6,869,438 | $171.60 | $181.38 | $(1,142,747) | $925 |

  96. Pay Versus Performance Table

    (1) PEO CAP for 2025 was calculated as follows: (i) Mr. Rice’s Summary Compensation Table Total for 2025, minus (ii) the grant date fair value of the equity awards granted to Mr. Rice in 2025 (the “Grant Date Fair Value—2025 Equity Grants”), plus (iii) the fair value at year-end 2025 of the equity awards granted to Mr. Rice in 2025 that remained outstanding and unvested at year-end 2025 (the “Fair Value at Year-end—2025 Equity Grants”), plus (iv) for the portion of the equity awards granted to Mr. Rice prior to 2025 that remained outstanding and unvested at year-end 2025, the amount by which the fair value at year-end 2025 exceeded the fair value at year-end 2024 (the “Increase in Fair Value at Year-end—Unvested Portions of Pre-2025 Equity Grants”), plus (v) for Mr. Rice’s 2022, 2023 and 2024 RSU Awards, the amount equal to the change in fair value at the vesting date, as compared to the fair value at year-end 2024 (the “Changes in Fair Value of 2022, 2023 and 2024 RSU Awards at Vesting Dates”).

  97. Pay Versus Performance Table

    | (i) 2025 Summary Comp Table Total | minus, (ii) Grant Date Fair Value—2025 Equity Grants | | plus, (iii) Fair Value at Year-end—2025 Equity Grants | | plus, (iv) Increase in Fair Value at Year-end—Unvested Portions of Pre-2025 Equity Grants | | plus, (v) Changes in Fair Value of 2022, 2023 and 2024 RSU Awards at Vesting Dates | 2025 CAP to PEO | | | 2025 Incentive PSU Award | 2025 RSU Awards | 2025 Incentive PSU Award | 2025 RSU Awards | 2023 and 2024 RSU Awards | 2023 and 2024 Incentive PSU Awards | | | | $16,087,233 | $(9,213,378) | $(4,338,854) | $9,772,302 | $4,493,153 | $955,170 | $7,418,030 | $823,908 | $25,997,564 |

  98. Pay Versus Performance Table

    For years 2025 through 2021, the Non-PEO NEOs were: ■

  99. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of our CEO, Mr. Toby Z. Rice, to that of our median employee. In making this pay ratio disclosure, other companies may use assumptions, estimates, and methodologies different than ours; as a result, the following information may not be directly comparable to the information provided by other companies in our peer group or otherwise. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Mr. Rice’s annual total compensation for 2025, calculated pursuant to SEC rules, was $16,087,233. The annual total compensation of the median employee of the Company for 2025, calculated pursuant to SEC rules, was $155,823. Accordingly, the ratio of the annual total compensation of the CEO to that of the median employee of the Company was 103:1 for 2025. For the year ended December 31, 2025, we identified a new median employee. In identifying the median employee, we used total direct compensation as our compensation measure and a determination date of December 31, 2025 (the “Determination Date”). Total direct compensation is (i) annual base salary, plus (ii) target annual bonus, plus (iii) annual equity incentive target or, in the case of hourly employees, (i)(x) hourly rate (as of the Determination Date), times (y) expected hours per year, plus (ii) target annual bonus, plus (iii) annual equity incentive target. We believe that total direct compensation is an appropriate compensation measure because, under our “equity for all” program, every permanent employee received an RSU grant in 2025. We then selected the median employee, having identified the 2025 total direct compensation for all of our employees (excluding our CEO) on the Determination Date. We included all employees (full-time and part-time) in our calculation.