EQT EQT Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.       )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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EQT Corporation

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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Letter from Our CEO

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Created unmatched free cash flow durability and upside opportunity by positioning EQT as a low-cost producer.

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To date, we’ve completed 90% of our total planned integration tasks, de-risking approximately $275 million of expected annualized synergies.

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Unlocked significant operational efficiencies leading to record-setting performance and lower costs through systems integration, including improved water coordination, with a long runway for further efficiencies and cost savings.

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We generated significant value for our shareholders through strong performance and cash generation.

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Generated approximately $2.8 billion of net cash provided by operating activities and approximately $695 million of free cash flow(1) in 2024.

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Formed a midstream joint venture with an affiliate of Blackstone Credit & Insurance, generating approximately $3.4 billion in net cash proceeds, and sold our non-operated northeast Pennsylvania assets to Equinor USA in transactions that generated approximately $1.7 billion in net cash proceeds.

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Retired $4.3 billion of debt during 2024, exiting the year with $9.3 billion of total debt.

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Our operations teams executed at record levels and efficiency.

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Set a new EQT horizontal drilling record, drilling 18,388 horizontal feet in 48 hours.

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Significant completion efficiency gains drove a 20% year-over-year increase in completed feet per day.

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We succeeded in reaching our ambitious goal, set in 2021, of achieving net zero greenhouse gas (“GHG”) emissions(2) from our then-existing production segment operations―on a Scope 1 and Scope 2 basis―by 2025, demonstrating our unwavering commitment to making the energy we produce affordable, reliable and clean.

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Through this achievement, EQT became the first traditional energy producer of scale in the world to achieve net zero Scope 1 and Scope 2 GHG emissions.(2)

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We remain committed to continuing our leadership through our new NetZero Now+ initiative, which reflects our current achievement of our 2025 net zero goal, as well as our aspiration to achieve net zero Scope 1 and Scope 2 GHG emissions across all EQT assets in future years.

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Letter from Our CEO​

In 2024, natural gas again proved indispensable as demand for energy to power critical infrastructure and new and rapidly emerging technologies, like artificial intelligence, grew exponentially. Even as alternatives like wind and solar power continue to emerge, natural gas and liquefied natural gas (“LNG”) play an essential role as a clean, affordable and reliable alternative to foreign coal. We believe that the American public increasingly recognizes the prime opportunity that we have as a nation to increase our domestic natural gas production and supply to meet the needs of our growing economy and provide energy security to our allies. We look forward to working with the many who share our vision for the future to meet this growing demand and tap into the incredible resources this nation has to offer.

Thanks to the incredible work from our Qrew, EQT is ideally positioned to meet this moment having completed our transformation into America’s only large-scale, vertically integrated natural gas business. We move into 2025 poised to execute on our vision and deliver even greater performance and value for our stakeholders while going above and beyond as a leader in emissions reduction and environmental stewardship.

Your vote is important. We urge you to read the accompanying Notice of Annual Meeting and Proxy Statement carefully and vote in accordance with the Board of Directors’ recommendations on all proposals.

I would like to thank you personally for your continued confidence in our company.

Toby Z. Rice
President and Chief Executive Officer
March 3, 2025

(1)

Free cash flow is a non-GAAP financial measure. See Appendix A for the definition and reconciliation of, and other important information regarding, this non-GAAP financial measure.

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(2)

References to EQT being “net zero” are based on (i) EQT’s 2023 Scope 1 GHG emissions, as reported to the U.S. Environmental Protection Agency (“EPA”) under the EPA’s Greenhouse Gas Reporting Program (Subpart W) for the onshore petroleum and natural gas production segment and the gathering and boosting segment, plus (ii) EQT’s 2023 Scope 2 GHG emissions using the location-based method and the EPA’s Emissions & Generation Resource Integrated Database’s state emission factors for EQT’s operating areas, minus (iii) carbon offsets generated by EQT during calendar year 2024. EQT’s “net zero” claim does not include Scope 3 GHG emissions or emissions from Equitrans Midstream Corporation and its related assets, which were acquired by the Company on July 22, 2024.

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2025 Notice of Annual Meeting
of Shareholders of EQT Corporation

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You are cordially invited to attend the virtual 2025 Annual Meeting of Shareholders of EQT Corporation.

You are being asked to vote on the following proposals:

The 2025 Annual Meeting will be a virtual meeting of shareholders, conducted exclusively by live webcast. You will be able to attend and participate in the virtual 2025 Annual Meeting, vote your shares electronically, and submit questions during the meeting by visiting the website address listed above on the meeting date and time described in the accompanying proxy statement. Please see the “Questions and Answers About the 2025 Annual Meeting” section, which provides additional information on how to participate in our virtual annual meeting.

We urge each shareholder to promptly sign and return the enclosed proxy card or to use telephone or Internet voting.

March 3, 2025

2025 Notice of Annual Meeting of Shareholders of EQT Corporation​

Proxy Statement

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Table of Contents

​	1	​	​	2025 PROXY STATEMENT SUMMARY	​
​	13	​	​	CORPORATE GOVERNANCE AND BOARD MATTERS	​
​	13	​	​	Proposal 1—Election of Directors	​
​	15	​	​	Director Nominees	​
​	20	​	​	Director Time Commitment Considerations	​
​	20	​	​	Board Meetings	​
​	20	​	​	Board Committees	​
​	21	​	​	■ Audit Committee ​	​
​	22	​	​	■ Corporate Governance Committee ​	​
​	23	​	​	■ Management Development and Compensation Committee ​	​
​	23	​	​	■ Public Policy and Corporate Responsibility Committee ​	​
​	24	​	​	Board Leadership Structure	​
​	25	​	​	Board’s Role in Risk Oversight	​
​	26	​	​	Enterprise Risk Management	​
​	26	​	​	Cybersecurity Risk Oversight	​
​	27	​	​	Director Nominations	​
​	27	​	​	■ General Process for Director Nominations ​	​
​	28	​	​	■ Shareholder Nominations ​	​
​	28	​	​	■ Our Board Composition ​	​
​	29	​	​	Contacting the Board	​
​	29	​	​	Governance Principles	​
​	31	​	​	Director Independence	​
​	33	​	​	Related Person Transactions	​
​	33	​	​	■ Review, Approval, or Ratification of Transactions with Related Persons ​	​
​	34	​	​	■ Governance Policy for the Management of Potential Conflicts of Interest Involving the Rice Investment Group ​	​
​	35	​	​	■ Transactions with Related Persons ​	​
​	40	​	​	Directors’ Compensation	​
​	40	​	​	■ Cash Compensation ​	​
​	40	​	​	■ Equity-Based Compensation ​	​
​	41	​	​	■ Equity Ownership Guidelines for Directors ​	​
​	41	​	​	■ Director Deferred Compensation ​	​
​	41	​	​	■ Other ​	​
​	42	​	​	■ 2024 Directors’ Compensation Table ​	​
​	44	​	​	EXECUTIVE COMPENSATION	​
​	44	​	​	Proposal 2—Approval of a Non-Binding Resolution to Approve the 2024 Compensation of the Company’s Named Executive Officers (Say-on-Pay)	​
​	46	​	​	Compensation Discussion and Analysis	​
​	46	​	​	■ Executive Summary ​	​
​	53	​	​	■ Compensation Philosophy ​	​
​	56	​	​	■ The Compensation Process ​	​
​	58	​	​	■ Determining Compensation ​	​
​	61	​	​	■ 2024 Compensation Decisions ​	​
​	68	​	​	■ Other Compensation Components ​	​
​	71	​	​	Compensation Committee Report	​
​	72	​	​	Compensation Policies and Practices and Risk Management	​

​	74	​	​	Compensation Tables	​
​	74	​	​	■ Summary Compensation Table ​	​
​	75	​	​	■ 2024 Grants of Plan-Based Awards Table ​	​
​	76	​	​	■ Outstanding Equity Awards at Fiscal Year-End ​	​
​	77	​	​	■ Option Exercised and Stock Vested ​	​
​	77	​	​	■ Pension Benefits and Non-Qualified Deferred Compensation ​	​
​	77	​	​	■ Potential Payments Upon Termination or Change of Control ​	​
​	86	​	​	PAY VERSUS PERFORMANCE	​
​	86	​	​	Pay Versus Performance Table	​
​	88	​	​	Narrative Discussion of Relationship Between CAP and Financial Performance Measures	​
​	91	​	​	PAY RATIO DISCLOSURE	​
​	92	​	​	Officer Exculpation	​
​	92	​	​	Proposal 3—Approval of an Amendment to the Company’s Bylaws to reflect Pennsylvania Law Provisions regarding Officer Exculpation	​
​	94	​	​	EQT Corporation 2025 Employee Stock Purchase Plan	​
​	94	​	​	Proposal 4—Approval of the EQT Corporation 2025 Employee Stock Purchase Plan	​
​	102	​	​	AUDIT MATTERS	​
​	102	​	​	Proposal 5— Ratification of the Appointment of Ernst& Young LLP as the Company’s IndependentRegistered Public Accounting Firm for 2025	​
​	103	​	​	Auditor Fees	​
​	104	​	​	Report of the Audit Committee	​
​	105	​	​	EQUITY OWNERSHIP	​
​	105	​	​	Security Ownership of Certain Beneficial Owners	​
​	106	​	​	Security Ownership of Management	​
​	108	​	​	QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING	​
​	108	​	​	2025 Annual Meeting of Shareholders	​
​	117	​	​	ADDITIONAL INFORMATION	​
​	117	​	​	Other Matters	​
​	117	​	​	2024 Annual Report on Form 10-K	​
​	​	​	​	APPENDICES	​
​	A-1	​	​	■ Appendix A ​	​
​	B-1	​	​	■ Appendix B ​	​
​	C-1	​	​	■ Appendix C ​	​
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on April 16, 2025

We have elected to furnish our proxy statement and the 2024 Annual Report to certain of our shareholders over the Internet pursuant to the U.S. Securities and Exchange Commission (“SEC”) rules, which allows us to reduce costs associated with the 2025 Annual Meeting.

Beginning on or about March 5, 2025, we will mail to certain of our shareholders a Notice of Internet Availability of proxy materials containing instructions regarding how to access our proxy statement and 2024 Annual Report online (the “eProxy Notice”). The eProxy Notice contains instructions regarding how you can elect to receive printed copies of the proxy statement and the 2024 Annual Report. All other shareholders will receive printed copies of the proxy statement and the 2024 Annual Report, which will be mailed to such shareholders on or about March 5, 2025.

Cautionary Statements

This proxy statement contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking and are usually identified by the use of words such as “anticipate,” “estimate,” “approximate,” “expect,” “intend,” “plan,” “believe,” and other words of similar meaning, or the negative thereof. Without limiting the generality of the foregoing, forward-looking statements contained in this proxy statement include the matters discussed regarding expectations of performance under compensation plans, anticipated financial and operational performance of EQT Corporation and its subsidiaries (the “Company”), our ability to achieve expected synergies resulting from our acquisition of Equitrans Midstream Corporation (“Equitrans”), our reserves estimates, the Company’s ability to successfully implement and execute its operational, organizational, technological and environmental, social and governance (“ESG”) strategies, initiatives and goals, and achieve the anticipated results of such initiatives and goals (including, without limitation, the Company’s greenhouse gas emissions goals).

The forward-looking statements contained in this proxy statement involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by the Company. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, and other risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. These risks and uncertainties include, but are not limited to: volatility of commodity prices; the costs and results of drilling and operations; uncertainties about estimates of reserves, identification of drilling locations and the ability to add proved reserves in the future; the assumptions underlying production forecasts; the quality of technical data; the Company’s ability to appropriately allocate capital and other resources among its strategic opportunities; access to and cost of capital; the Company’s hedging and other financial contracts; inherent hazards and risks normally incidental to drilling for, producing, transporting and storing natural gas, natural gas liquids (“NGLs”) and oil; operational risks and hazards incidental to the gathering, transmission and storage of natural gas as well as unforeseen interruptions; cyber security risks and acts of sabotage; availability and cost of drilling rigs, completion services, equipment, supplies, personnel, oilfield services and sand and water required to execute the Company’s exploration and development plans, including as a result of inflationary pressures and tariffs; risks associated with operating primarily in the Appalachian Basin; the ability to obtain environmental and other permits and the timing thereof; construction, business, economic, competitive, regulatory, judicial, environmental, political and legal uncertainties related to the development and construction by the Company or its joint ventures of pipeline and storage facilities and transmission assets and the optimization of such assets; the Company’s ability to renew or replace expiring gathering, transmission

or storage contracts at favorable rates, on a long-term basis or at all; risks relating to the Company’s joint venture arrangements; government regulation or action, including regulations pertaining to methane and other greenhouse gas emissions; negative public perception of the fossil fuels industry; increased consumer demand for alternatives to natural gas; environmental and weather risks, including the possible impacts of climate change; risks related to the Company’s ability to integrate the operations of Equitrans in a successful manner and in the expected time period and the possibility that any of the anticipated benefits and projected synergies of the Company’s merger with Equitrans will not be realized or will not be realized within the expected time period; and disruptions to the Company’s business due to recently completed or pending divestitures, acquisitions and other significant strategic transactions. These and other risks and uncertainties are described under Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and in other documents the Company files from time to time with the SEC.

Any forward-looking statement speaks only as of the date on which such statement is made, and except as required by law, the Company does not intend to correct or update any forward-looking statements, whether as a result of new information, future events, or otherwise.

Websites

Website addresses referenced in this proxy statement are inactive textual references only, and the content on the referenced websites specifically does not constitute a part of this proxy statement and is not incorporated by reference herein.

2025 Proxy Statement Summary

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This summary highlights information about EQT Corporation (“EQT,” the “Company,” “we,” “us,” or “our”) and the upcoming 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). As it is only a summary, please review the complete proxy statement and EQT’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”) before you vote. The proxy statement and the 2024 Annual Report will be first mailed or released to shareholders on or about March 5, 2025.

2025 Annual Meeting of Shareholders

Even if you plan to attend the virtual meeting,
we encourage you to vote by proxy as soon as possible.

Voting Matters and Board Recommendations

How to Vote

Please review the proxy statement and vote your shares as soon as possible. We offer a number of ways for you to vote your shares. Voting instructions are included in the Notice of Internet Availability

2025 Proxy Statement Summary

of Proxy Materials and the proxy card. If you are a beneficial owner and your shares are held by a bank, broker, or other nominee (i.e., in “street name”), you should follow the voting instructions provided to you by that firm. Although most banks and brokers now offer voting by mail, telephone, and on the Internet, availability and specific procedures, including voting deadlines, will depend on their voting arrangements.

We offer the following methods to vote your shares:

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Have your proxy card or notice with your control number available and follow the instructions

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The deadline to vote by phone, or by internet, if you are not attending the virtual meeting, is 11:59 p.m. Eastern Time on April 15, 2025

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If you vote by telephone or electronically, you do not need to return a proxy card

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2025 Proxy Statement Summary​

Director Nominees

Our Board of Directors (the “Board”) is pleased to nominate the director candidates listed below. All director nominees have stated they are willing to serve if elected.

2025 Proxy Statement Summary

Snapshot of Director Nominees

Our director nominees are highly qualified and, together, embody an effective and robust mix of skills and experience. As further detailed in the racial/ethnic and gender diversity graphic below, the Board benefits from both gender and racial and ethnic diversity. Please refer to the “Consideration of Diversity” section below for further discussion.

(1)

Mses. Beebe, Carrig and Powers and Mr. McManus are excluded, as they are not standing for reelection at the 2025 Annual Meeting.

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(2)

Chart reflects the number of director nominees possessing each given skillset.

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2025 Proxy Statement Summary​

Governance Highlights

Corporate Governance Practices

2025 Proxy Statement Summary

Environmental, Social, and Governance Highlights

We are committed to the responsible development of our world-class asset base in the core of the Appalachian Basin with a focus on conducting safe operations, protecting our environment, creating jobs, and improving our local and national economy. We recognize decarbonization as the preeminent sustainability issue affecting all industries. As such, our Board and management are committed to understanding and proactively responding to the risks and opportunities posed by climate change.

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(1)

References to EQT being “net zero” are based on (i) EQT’s 2023 Scope 1 GHG emissions, as reported to the EPA under the EPA’s Greenhouse Gas Reporting Program Subpart W for the onshore petroleum and natural gas production segment and the gathering and boosting segment, plus (ii) EQT’s 2023 Scope 2 GHG emissions using the location-based method and the EPA’s Emissions & Generation Resource Integrated Database’s state emission factors for EQT’s operating areas, minus (iii) carbon offsets generated by EQT during calendar year 2024. EQT’s “net zero” claim does not include Scope 3 GHG emissions or emissions from Equitrans Midstream Corporation and its related assets, which were acquired by the Company on July 22, 2024.

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(2)

“Bcfe” means billion cubic feet of natural gas equivalents, with one barrel of natural gas liquids (“NGLs”) and crude oil being equivalent to 6,000 cubic feet of natural gas.

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(3)

Based on certificates provided under both the EO100™ Standard for Responsible Energy Development, which focuses on ESG performance, and the MiQ methane standard.

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2025 Proxy Statement Summary​

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(1)

At the time of announcement of EQT’s net zero goal in June 2021, EQT’s 2020 Scope 1 Production segment GHG emissions were 599,748 MT CO2e and EQT’s 2020 Scope 2 GHG emissions were 2,814 MT CO2e.

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(2)

References to EQT being “net zero” are based on (i) EQT’s 2023 Scope 1 GHG emissions, as reported to the EPA under the EPA’s Greenhouse Gas Reporting Program Subpart W for the onshore petroleum and natural gas production segment and the gathering and boosting segment, plus (ii) EQT’s 2023 Scope 2 GHG emissions using the location-based method and the EPA’s Emissions & Generation Resource Integrated Database’s state emission factors for EQT’s operating areas, minus (iii) carbon offsets generated by EQT during calendar year 2024. EQT’s “net zero” claim does not include Scope 3 GHG emissions or emissions from Equitrans Midstream Corporation and its related assets, which were acquired by the Company on July 22, 2024.

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Environmental, Social, and Governance Reporting

We expect to publish our 2024 ESG Report in June 2025. Our current ESG Report for calendar year 2023 provides additional discussion of ESG matters that are important to us, including why ESG matters to us and what we are doing to continually improve our ESG performance.

2025 Proxy Statement Summary

Human Capital

At EQT, our people are our greatest strength. We deeply value every team member and their unique contributions to our shared mission of becoming the operator of choice for all stakeholders. Our core values—Trust, Teamwork, Heart, and Evolution—shape our actions, behaviors, and decisions every day. By embracing employee feedback and the guidance of our leadership team, we strive to create a work environment that prioritizes safety, career growth, health and well-being, and meaningful connections within the communities where we live and work. Aligned with our values, we are committed to fostering a workplace that celebrates diversity, promotes equity, and champions inclusion for all.

Our workforce drives our success in delivering peer-leading results. To support our team members and their variety of needs, we provide flexible work arrangements, including remote work opportunities, which are utilized by approximately two-thirds of our permanent employees. This predominantly remote work environment enables us to expand our talent search across the nation, fostering greater diversity in our workforce and providing us access to an expanded pool of potential talent. While we remain committed to hiring talented individuals from our local communities, our flexible policies empower us to attract highly skilled candidates from a wide range of backgrounds, experiences, and perspectives beyond our core operating areas. This approach strengthens our ability to build an inclusive and dynamic team that reflects the communities we serve.

We continually assess and enhance our employee experience through regular reviews, incorporating insights from annual employee engagement surveys, internal workforce feedback, turnover rate analysis, external brand impressions, and benchmarking against industry peers. Based on the outcomes of these evaluations, we consider whether, and how, to take further action that aligns with our strategic goals. For example, one strategic goal is to ensure a robust employee pipeline for the long-term that includes individuals from traditionally underserved backgrounds.

2024 brought four impactful initiatives: (i) we hosted our third annual Qrew Camp event, a two-day immersive experience designed for rising eighth and ninth graders, providing valuable insights into the natural gas industry and career opportunities within the field; (ii) we were a sponsor of the Bender Leadership Academy, and hosted our second Disability Mentoring Day, a meaningful initiative aimed at fostering mentorship and support for individuals with disabilities as they navigate their career paths; (iii) we welcomed two new student interns from Nazareth Prep, a local school within our operating region, where students come from traditionally underserved backgrounds; and (iv) we partnered with Junior Achievement of Western Pennsylvania through their BizTown program for students, aligning with our workforce programs by highlighting a day in the life of a professional at EQT.

(1)

Employee engagement was measured through an employee engagement survey conducted by Energage, LLC in November 2024.

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2025 Proxy Statement Summary​

Additionally, our cloud-based, digital work environment enables a modern, innovative, collaborative, and digitally-enabled work environment, which we use to, among other things, enhance our shared culture by engaging directly with our employees by sharing Company updates and personal accomplishments. We also leverage this platform to solicit suggestions and comments from all employees. We believe that this helps promote real-time feedback and a greater degree of employee engagement, laying the technological foundation for the success of our remote workforce.

We understand that providing employees with the resources and support they need to live a physically, mentally, and financially healthy life is critical for sustaining a workplace of choice. To ensure that we continue meeting the needs of our workforce, we conduct an annual benefits survey. This survey allows us to gather invaluable feedback from employees, shaping the evolution of our benefits offerings and reinforcing our commitment to listening to and supporting our team.

In response to feedback from the 2024 survey, we rolled out the addition of a new dental plan option. This enhancement provides employees with greater flexibility in choosing coverage that aligns with their personal and family needs.

Our holistic approach to employee well-being extends beyond traditional benefits. We continue to provide subsidized health insurance, a company contribution and match on 401(k) retirement savings, the opportunity to participate in an employee stock purchase plan, paid maternity and paternity leave, flexible work arrangements, volunteer time off, and a company match on employee donations to qualified non-profits. Additionally, our commitment to work-life balance is evident in the flexibility of our “9/80” work schedule, allowing employees to choose a unique arrangement that suits their lifestyle. These initiatives collectively reinforce our dedication to fostering a thriving and supportive workplace environment.

In 2024, we continued our “equity for all” program for the fourth consecutive year. Building on the success of prior years, we extended equity compensation awards to all permanent employees, marking another milestone in our commitment to fostering a diversified and ownership-driven culture. With the “equity for all” program, every permanent employee becomes an owner in our Company, providing them with a direct opportunity to share in our financial success.

It is important to note that these equity grants are in addition to, and not in lieu of, the existing compensation opportunities for our valued employees. Our belief in the merits of the “equity for all” compensation program is grounded in its ability to enhance internal pay equity, acknowledge the contributions of every employee in a meaningful way, and align the interests of our entire workforce with the overarching goal of achieving long-term shareholder value creation.

We remain dedicated to providing our employees with opportunities that go beyond conventional compensation, empowering them as partners in our collective success.

2025 Proxy Statement Summary

Shareholder Engagement

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(1)

As of September 30, 2024.

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2025 Proxy Statement Summary​

EQT Business Highlights

Our operational strategy focuses on the successful execution of combo-development projects. Combo-development refers to the development of several multi-well pads in tandem. We believe that combo-development projects are key to delivering sustainably low well costs and higher returns on invested capital. Our business model enables us to generate durable free cash flow and correspondingly, we have implemented a robust capital allocation strategy directed at responsibly developing our assets and positioning us for organic growth, while also returning capital to our shareholders through a combination of debt retirements, a base dividend and opportunistic share repurchases. We are also focused on maintaining and strengthening our investment grade credit metrics, which improve our access to reliable, low-cost capital throughout market cycles.

We believe that our proprietary digital work environment, the size and contiguity of our asset base, and our robust midstream pipeline network, uniquely position us to execute on a multi-year inventory of combo-development projects in our core acreage position. Our operational strategy employs this differentiation to advance our mission of being the operator of choice for all stakeholders, while simultaneously helping to address energy security and affordability both domestically and globally.

In 2024, we maintained our focus on achieving peak performance, generating meaningful value for our shareholders. We have outlined below a few of our 2024 business highlights.

2024 Business Highlights

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Generated $2.8 billion of net cash provided by operating activities and $695 million of free cash flow.(1)

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Successfully completed the acquisition of Equitrans Midstream Corporation in July 2024, making EQT America’s only large-scale, vertically integrated natural gas business.

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Generated a combined approximately $1.7 billion in net cash proceeds during 2024 from two sales of non-operated natural gas assets in Northeast Pennsylvania.

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Formed a midstream joint venture with funds managed by Blackstone Credit & Insurance, consisting of EQT’s ownership interest in high quality contracted infrastructure assets that provided EQT with approximately $3.4 billion of net cash proceeds in exchange for a non-controlling common equity interest in the joint venture.

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Successfully retired $4.3 billion aggregate principal of senior notes and outstanding term loan.

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Distributed $327 million in dividends to our shareholders during 2024.

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(1)

Free cash flow is a non-GAAP financial measure. See Appendix A for the definition of, and other important information regarding, this non-GAAP financial measure.

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The above information is described more fully in the Company’s 2024 Annual Report, which we filed with the SEC on February 19, 2025.

2025 Proxy Statement Summary

Executive Compensation Highlights

Compensation Philosophy

EQT firmly believes in pay for performance. Our executive compensation programs are designed to incentivize our executives to implement and execute our corporate strategy. All executive compensation programs continue to be tied to our financial performance, support our commitment to good compensation governance, and provide market-based opportunities to attract, retain, and motivate our executives in an intensely competitive market for qualified talent.

2024 Compensation Mix

(1)

Reflects 2024 compensation, as reported in the Summary Compensation Table, for our NEOs other than our Chief Executive Officer. Specifically, this graphic illustrates the average of the percentages of salary, annual incentive, and equity award for 2024 for each of Messrs. Knop, Duran, Jordan, and Wingo, as presented in the Summary Compensation Table (with Company contributions to the 401(k) plan treated as part of salary for purposes of this illustration).

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For a further discussion of the alignment of the NEOs’ compensation with EQT’s performance and the Management Development and Compensation Committee’s philosophy on executive compensation, see “Compensation Philosophy” under the section entitled “Compensation Discussion and Analysis.”

Corporate Governance and Board Matters

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Proposal 1―Election of Directors

Our directors are elected annually for one-year terms. Notwithstanding the expiration date of their term, each director holds office until their successor is elected and qualified; provided, however, that each director has agreed to resign the day following the annual meeting date immediately following such director’s 74th birthday (or, in the case of Mr. Vagt, the day following the date of the 2026 annual meeting if he is then serving as director), as required by our Amended and Restated Bylaws, as amended effective July 18, 2024 (our “Bylaws”) and consistent with our Corporate Governance Guidelines.

Under EQT’s Restated Articles of Incorporation, as amended, and Bylaws, we may have a minimum of five and a maximum of 15 directors. By majority vote, the Board may set the number of directors within this range at any time.

Pursuant to the Agreement and Plan of Merger, dated as of March 10, 2024 (the “Merger Agreement”), by and among the Company, certain indirect wholly owned subsidiaries of the Company, and Equitrans Midstream Corporation (“Equitrans”), on July 22, 2024, in connection with the closing of our acquisition of Equitrans, the Board increased the number of directors on the Board by three members (to the current 14) and appointed Vicky A. Bailey, Thomas F. Karam, and Robert F. Vagt (collectively, the “Equitrans Designees”), each of whom was a member of the board of directors of Equitrans prior to the closing, to the Board.

Our current Board consists of 14 members. The current terms of all 14 directors expire at the 2025 Annual Meeting, and 10 of such directors have been nominated and have agreed to stand for reelection at the 2025 Annual Meeting. As of the 2025 Annual Meeting, the size of the Board will be reduced from 14 to 10 members, as Mses. Beebe, Carrig and Powers and Mr. McManus are not standing for reelection at the 2025 Annual Meeting.

Section 3.07 of the Company’s Amended and Restated Bylaws (the “Bylaws”) generally prohibits a director from standing for re-election at the annual meeting of shareholders next following his or her 74th birthday (the “Mandatory Retirement Age”). Consistent with the Company’s agreement under the Merger Agreement to take all necessary action to nominate the Equitrans Designees for election to the Board at the 2025 Annual Shareholders Meeting, on July 18, 2024, upon approval by the Company’s shareholders of the proposals presented at the Company’s special meeting of shareholders held on such date pursuant to the Merger Agreement, the Company’s Bylaws were amended in order to exempt from the Mandatory Retirement Age restriction the Equitrans Designees until the date of the Company’s 2026 annual shareholders meeting. On this basis, Mr. Vagt, currently age 77, qualifies for nomination and election at the 2025 Annual Shareholders Meeting.

Mr. Toby Z. Rice (who is an executive officer of the Company) and Mr. Daniel J. Rice IV (who is an immediate family member (brother) of Mr. Toby Z. Rice, an executive officer of the Company) are not independent. The Board has determined that each of EQT’s other eight director nominees is independent under the New York Stock Exchange (“NYSE”) listing standards.

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 2025 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 Bylaws, each director nominee has submitted an

Corporate Governance and Board Matters

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.

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Director Nominees

Information with respect to our director nominees is as of March 3, 2025.

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Director Time Commitment Considerations

In evaluating nominees to serve on our Board, the Corporate Governance Committee and the Board consider, among other things, potential time constraints on a director nominee’s ability to effectively fulfill their duties as a director of EQT, especially with respect to the director nominee’s expected time commitments serving as a director and/or executive of other public companies.

EQT’s Corporate Governance Guidelines:

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prohibit a non-employee director of EQT from serving concurrently on the boards of more than four publicly traded companies (including EQT’s Board); and

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prohibit any EQT director who serves as the Chief Executive Officer of a publicly traded company (including EQT) from serving concurrently on the boards of more than two publicly traded companies (including EQT’s Board).

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Board Meetings

In 2024, the Board held five regular meetings and seven special meetings. The independent directors met five times in executive session without management present and with our independent Board Chair presiding. Each director attended 75% or more of the total number of meetings of the Board and his or her respective committees. While the Company does not have a formal policy on director attendance at annual meetings, it strongly encourages its directors to attend the annual meeting of shareholders. All then-serving directors attended the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”), which was held in a virtual-only meeting format.

Board Committees

The Board maintains four standing committees, each of which is described below. The responsibilities of each standing committee are set forth in a written charter. Committee charters are reviewed annually by the Corporate Governance Committee and the Board. The current members and chair of each standing committee are presented below. The Corporate Governance Committee and the Board annually review, and the Board annually appoints, the members and the chair of each standing committee, with any changes to committee membership or committee chairs typically made effective as of immediately following the Company’s annual shareholders meeting (though the Board may, from time to time, also make changes to committee membership or committee chairs outside of this normal annual process). The Board may form new committees, disband existing committees, and delegate additional responsibilities to a committee.

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(1)

Ms. Powers is not standing for reelection at the 2025 Annual Meeting.​

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(1)

Mses. Beebe and Carrig and Mr. McManus are not standing for reelection at the 2025 Annual Meeting.​

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(1)

Mses. Beebe, Carrig and Powers and Mr. McManus are not standing for reelection at the 2025 Annual Meeting.​

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Board Leadership Structure

We separate the roles of Board Chair and CEO, and our Corporate Governance Guidelines require that our Board Chair be an independent director to aid in the Board’s oversight of management. The Board believes that there are advantages to having an independent director serve as Board Chair, including supporting the independent oversight of the Company, facilitating relations among the Board, the CEO, and other senior management, assisting the Board in reaching consensus on particular strategies and policies, fostering robust evaluation processes, and supporting the efficient allocation of oversight responsibilities between the independent directors and management.

Pursuant to the Company’s Corporate Governance Guidelines, the independent Board Chair has the following responsibilities:

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presides at all meetings of the Board and at all meetings of the independent directors in executive session and at shareholder meetings, including the annual meeting of shareholders;

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manages the Board to ensure that it operates effectively and encourages active engagement by all the members of the Board;

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communicates the overall viewpoints and feedback of the Board to the CEO in a manner that respects the confidentiality of individual director viewpoints and feedback, and promotes effective relationships and open communication between individual non-employee directors and the CEO;

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determines, with the CEO and taking full account of the issues and concerns of all directors, the agenda for meetings of the Board and ensures that there is sufficient time for decision-making by the Board;

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ensures that members of the Board receive accurate, timely, and clear information, in particular about the Company’s performance, to enable the Board to make sound decisions and provide effective oversight and advice to promote the success of the Company;

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monitors effective implementation of the Board’s decisions;

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consults with the Corporate Governance Committee and the CEO to set the annual calendar of topics to be covered at Board meetings, and reviews meeting agendas;

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provides input to the Compensation Committee in connection with the evaluation of the CEO’s performance;

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ensures that the performance of each director, the Board, and each of the Board committees is evaluated at least annually;

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serves as the designated director to speak with major shareholders (when requested) to ensure that the Board develops an understanding of shareholder views and receives, on the Board’s behalf, communications from interested parties;

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serves in an increased role in crisis management, as appropriate; and

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establishes and maintains a close relationship of trust with the CEO by providing support and advice while respecting executive responsibility and leadership.

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The Board annually appoints the independent Board Chair to serve for a one-year term, but an independent director may serve multiple consecutive terms upon recommendation of the Corporate Governance Committee and approval of the Board. Lydia I. Beebe currently serves as our independent Board Chair, a position she has held since 2020. Effective as of immediately following the 2025 Annual Meeting, Thomas F. Karam will assume the role of independent Board Chair.

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Board’s Role in Risk Oversight

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Enterprise Risk Management

The Company primarily manages enterprise risk through an Enterprise Risk Committee, which is chaired by our General Counsel and includes each of our executive officers.

The Enterprise Risk Committee meets periodically throughout the year to review, prioritize, and address major risk exposures and to consider new or emerging risks. The results of the risk assessment are reported annually to the Board.

Cybersecurity Risk Oversight

Management of cybersecurity risk remains an important area of focus for our Company. At the management level, we maintain an Enterprise Risk Committee, composed of key members of our senior management, that oversees the identification and management of corporate-level risks, including cybersecurity risks, using the COSO Enterprise Risk Management Framework. Our Enterprise Risk Committee has delegated to our Chief Information Officer primary responsibility for identifying and managing cybersecurity-related risks. Our Information Security team, which is led by our Vice President, Information Technology and overseen at the executive level by our Chief Information Officer, manages our enterprise cybersecurity program and is responsible for managing all reported cybersecurity threats and addressing matters relating to cybersecurity risk, information security, and technology risks.

The Board, with a primary focus on policy, oversight, and strategic direction, oversees management’s development and maintenance of the enterprise cybersecurity program and its actions to identify, assess, mitigate, and remediate cybersecurity threats to the Company. The Board has delegated to its Audit Committee primary responsibility for regular oversight of cybersecurity risks at the Board-level, and this responsibility is reflected in the Audit Committee’s Charter. Our Chief Information Officer provides quarterly reports to the Audit Committee regarding cybersecurity matters and our enterprise cybersecurity program. The Board receives regular reports from the Audit Committee Chair, including with respect to cybersecurity matters, as appropriate. Our Board would be promptly informed upon identification of any material cybersecurity event.

Please refer to Item 1C. Cybersecurity in Part I of our 2024 Annual Report for additional information regarding cybersecurity matters.

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Director Nominations

General Process for Director Nominations

The Corporate Governance Committee identifies and recommends to the Board the requisite skills and characteristics of individuals qualified to serve as members of the Board and recommends to the Board the director nominees for election at each annual meeting of shareholders. The Corporate Governance Committee typically considers new director nominees following the resignation or retirement of a director or to fill an evolving skill or expertise need identified by the Board. The Corporate Governance Committee will consider candidates from a variety of sources, including recommendations from shareholders, directors, and members of management, and has in the past utilized third-party search firms to assist in identifying potential director candidates.

The Corporate Governance Committee evaluates all potential director nominees using the same criteria, regardless of the source of the director nominee. Accordingly, all potential director nominees, including individuals recommended by shareholders for consideration as possible director candidates, are assessed using the guidelines outlined below. Possible director nominees satisfying the guidelines are then further evaluated to identify, in the judgment of the Corporate Governance Committee, the best match for the Board. The Corporate Governance Committee retains the right to modify the guidelines, including the criteria for evaluating the qualifications of potential director nominees, from time to time.

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Shareholder Nominations

Shareholders may recommend to the Corporate Governance Committee individuals for the Corporate Governance Committee to consider as possible future director nominees in its normal course of evaluating Board composition and succession planning. Shareholders should send their recommendations to the Corporate Governance Committee Chair by addressing the recommendation to the attention of the Company’s Corporate Secretary (see “How do I contact EQT’s Corporate Secretary” below).

Any shareholder desiring to effect the nomination of an individual for election to the Company’s Board must submit the information as set forth in the Company’s Bylaws, which must be delivered in writing to the Corporate Secretary at the principal executive offices of the Company, no earlier than the close of business on the 120th day and no later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting.

Additionally, as set forth in Section 1.11 of the Company’s Bylaws, a shareholder, or group of 20 or fewer shareholders, in each case, owning an aggregate of at least 3% of the voting power entitled to vote in the election of directors continuously for at least three years as of both the date the notice is received by the Company and the record date for the annual meeting, may nominate and include in EQT’s proxy statement director nominees constituting the greater of  (i) two directors and (ii) the largest whole number that does not exceed 20% of the Board, provided that the shareholder or group of shareholders that satisfy the requirements of Section 1.11 of the Bylaws expressly elects at the time of providing the written notice required by Section 1.11 of the Bylaws to have its nominee included in the Company’s proxy materials and that such written notice of nomination is submitted in writing and delivered to EQT’s Corporate Secretary at EQT’s principal executive offices not earlier than the close of business on the 150th day and not later than the close of business on the 120th day prior to the one-year anniversary of the date that the Company mailed its proxy statement for the preceding year’s annual meeting of shareholders and include the information as set forth in the Company’s Bylaws.

Please note that the foregoing is intended as a summary of requirements associated with the process for shareholders to nominate individuals for election to the Company’s Board. Shareholders desiring to nominate an individual for election to the Company’s Board should refer to and review the Company’s Bylaws, which contain further details regarding requirements for the director nomination process. A copy of the Bylaws will be provided to any shareholder upon written request to the Corporate Secretary.

Our Board Composition

Consistent with our core values, our Board promotes a culture that recognizes the value and benefits afforded by individuals with various backgrounds, skills, and experiences at the Company. The Board believes that such characteristics afford the opportunity for a variety of points of view, improving the quality of dialogue, contributing to a more effective decision-making process, and enhancing overall culture in the boardroom.

Our Board benefits from the diverse backgrounds, skills, and experiences of our directors (please refer to the “Snapshot of Director Nominees” section above for a graphic illustration of our directors’ collective skills and experience). Our Board also benefits from a significant variety of racial/ethnic and gender characteristics, with 50% of our director nominees self-identifying as racially, ethnically, or gender diverse.

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(1)

Mses. Beebe, Carrig and Powers and Mr. McManus are excluded as they are not standing for reelection at the 2025 Annual Meeting.

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We believe that our Board benefits from a variety of backgrounds, skills, and experience, including as reflected in the graphic above. While we do not have a formal policy addressing diversity, the benefits afforded by including individuals with diverse backgrounds, skills, and experiences continues to be an important consideration in assessing the Board’s overall mix of skills, experience, and backgrounds. We recognize the importance of diversity to our stakeholders and welcome continued dialogue with our investors on this topic.

Contacting the Board

Interested parties may communicate directly with members of our Board, individually or as a group, through email or written correspondence, as detailed below.

Our independent Board Chair serves as the presiding director for each executive session of the non-management directors and of the independent directors. Interested parties may contact our independent Board Chair through email or written correspondence, as detailed above.

Governance Principles

Our Board and senior leadership team believe that strong and effective corporate governance is essential to our overall success. Our Board reviews our major governance policies, practices, and processes regularly in the context of current corporate governance trends, investor feedback, regulatory

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changes, and recognized best practices. The foundation of our corporate governance program is providing transparent disclosure to all stakeholders on an ongoing and consistent basis, with a focus on delivering long-term shareholder value. The following chart provides an overview of our corporate governance structure and processes, including key aspects of our Board operations.

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The Company maintains a corporate governance page on its website that includes key information about its corporate governance practices, including:

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A copy of the charter of each standing committee of the Board

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Our Corporate Governance Guidelines

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Our Code of Business Conduct and Ethics

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Our Human Rights Policy

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The Company will provide copies of its Corporate Governance Guidelines, Code of Business Conduct and Ethics, Human Rights Policy, and any of the Board committee charters to any shareholder, free of charge, upon written request to the Corporate Secretary.

Director Independence

Pursuant to our Corporate Governance Guidelines, a majority of our directors must be independent. For a director to be considered an “independent director,” the Board must annually determine that he or she has no material relationship (other than their service as a director) with the Company (either directly or as a partner, shareholder, or officer of an organization that has a material relationship with the Company). To assist it in determining director independence, the Board established guidelines, which are included in our Corporate Governance Guidelines and conform to the independence requirements under the NYSE listing standards.

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The Board considers all relevant facts and circumstances in making an independence determination. The Board has determined certain relationships to be categorically immaterial, provided that the director otherwise meets the mandatory independence standards under the NYSE listing standards, as specified in the Company’s Corporate Governance Guidelines.

Based on the independence standards set forth in the Company’s Corporate Governance Guidelines, which are consistent with the independence standards of the NYSE, the Board has determined that the following directors have met such standards and are independent of the Company and its management: Mses. Bailey, Beebe(1), Canaan, Carrig(1), Powers(1), and Vanderhider, Messrs. Hu, Karam, McCartney, McManus(1), and Vagt, and Dr. Jackson. With respect to Ms. Bailey and Messrs. Karam and Vagt, each of whom previously served as a director of Equitrans Midstream Corporation (“Equitrans”) prior to the Company’s acquisition of Equitrans in July 2024, in making the affirmative determination that each has no material relationship (other than their respective service as directors) with the Company, the Board considered the transactions described under “Related Person Transactions―Equitrans Midstream Corporation Acquisition” below.

The Board determined that Mr. Toby Z. Rice (who is an executive officer of the Company) and Mr. Daniel J. Rice IV (who is an immediate family member (brother) of Mr. Toby Z. Rice, an executive officer of the Company) are not independent.

Director ownership of Company stock is encouraged and, consistent with NYSE listing standards, is not in itself a basis for determining that a director is not independent, provided that such ownership may preclude participation on the Audit Committee if its magnitude is sufficient to make the director an “affiliated person” of the Company, as described in the Audit Committee charter. See “Equity-Based Compensation” under the caption “Directors’ Compensation” for a description of the equity ownership guidelines for directors.

During the preceding four fiscal years, the Company made no contributions to any tax-exempt organization of which any independent director of the Company is an executive officer. Except as noted above with respect to the familial relationship of Mr. Daniel J. Rice IV and Mr. Toby Z. Rice, there are no family relationships among our directors and executive officers.

(1)

Mses. Beebe, Carrig and Powers and Mr. McManus are excluded as they are not standing for reelection at the 2025 Annual Meeting.

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Related Person Transactions

Review, Approval, or Ratification of Transactions with Related Persons

Under the Company’s Related Person Transaction Approval Policy (the “Related Person Transaction Policy”), management, with the assistance of EQT’s Legal Department, is responsible for determining whether a transaction between the Company and a Related Person (as defined below) constitutes a Related Person Transaction (as defined below). This determination is based on a review of all facts and circumstances regarding the transaction, as well as information provided in the annual director and executive officer questionnaires. Upon determination that a transaction is a Related Person Transaction that has not been approved by the full Board, the material facts regarding the transaction are reported to the Corporate Governance Committee for its review. The Corporate Governance Committee then determines whether to approve, revise, reject, or take other action with respect to the Related Person Transaction.

Under the Related Person Transaction Policy, a “Related Person Transaction” is generally a transaction in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000, and a Related Person has a direct or indirect material interest. A “Related Person” is generally any person who is a director or executive officer of the Company, any nominee for director, any shareholder known to the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities, and any immediate family member (as defined by the SEC) of any of the foregoing persons.

Under the Related Person Transaction Policy, the following transactions are deemed to be automatically pre-approved and do not need to be brought to the Corporate Governance Committee for approval:

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transactions involving employment of an executive officer by the Company, as long as the executive officer is not an immediate family member of another executive officer or director of the Company and the compensation paid to the executive officer was approved by the Compensation Committee;

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transactions involving compensation and benefits paid to a director for service as a director of the Company;

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transactions on competitive business terms with another company in which the only relationship of a director or immediate family member of a director is as an employee or executive officer, a director, or a beneficial owner of less than 10% of that company’s shares, provided that the amount involved does not exceed the greater of  $1,000,000 or 2% of the other company’s consolidated gross revenue;

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transactions in which the interest of the Related Person arises solely from the ownership of a class of equity securities of the Company, and all holders of that class of equity securities receive the same benefit on a pro rata basis;

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transactions in which the rates or charges involved are determined by competitive bids;

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transactions involving the rendering of services as a common or contract carrier or public utility at rates or charges fixed in conformity with law or governmental regulation;

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transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services; and

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charitable contributions, grants, or endowments by the Company or the Company’s charitable foundation to a charitable or non-profit organization, foundation, or university in which a Related Person’s only relationship is as an employee or a director or trustee, if the aggregate amount involved does not exceed the greater of  $1,000,000 or 2% of the recipient’s consolidated gross revenue.

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The Related Person Transaction Policy does not limit or affect the application of the Company’s Code of Business Conduct and Ethics and related policies, which require directors and executive officers to

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avoid engaging in any activity or relationship that may interfere, or have the appearance of interfering, with the performance of the directors’ or executive officers’ duties to the Company. Such policies require all directors and executive officers to report and fully disclose the nature of any proposed conduct or transaction that involves, or could involve, a conflict of interest and to obtain approval before any action is undertaken.

Governance Policy for the Management of Potential Conflicts of Interest Involving the Rice Investment Group

BACKGROUND

Messrs. Toby Z. Rice and Daniel J. Rice IV are each a partner in Rice Investment Group L.P. (“RIG”), a multi-strategy fund founded in January 2018 that invests in all verticals of the oil and natural gas sector.

In the months prior to the Company’s 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”), Mr. Toby Z. Rice was a member of the “Rice Team,” an activist campaign that sought to transform the Company, in part, through management change, including by electing Mr. Toby Z. Rice as President and CEO. During this campaign, the positions of Messrs. Toby Z. Rice and Daniel J. Rice IV as partners in RIG were disclosed and highlighted as a potential source of conflicts by then-incumbent management. At the 2019 Annual Meeting, the Rice Team received the approval of over 80% of the Company’s shareholders, with Messrs. Toby Z. Rice and Daniel J. Rice IV being elected to the Board, and, immediately following the 2019 Annual Meeting, Mr. Toby Z. Rice was named President and CEO.

On July 10, 2019, representatives of RIG reached out to portfolio companies in which RIG held an investment interest and requested that, as a result of the appointment of Mr. Toby Z. Rice as President and CEO of the Company, they voluntarily effect a moratorium on soliciting business with the Company and its subsidiaries until such time as Board-approved governance procedures were developed and implemented. Furthermore, Mr. Toby Z. Rice resigned from all director positions of RIG portfolio companies and relinquished his position on the RIG investment committee.

Given Mr. Toby Z. Rice’s position as a beneficiary of the Rice Energy 2016 Irrevocable Trust, a New Hampshire trust for the benefit of the children and descendants of Daniel J. Rice III and his wife, Kathleen L. Peto (the “Rice Trust”), and the Rice Trust’s limited partner interest in RIG, any transactions between a business in which RIG holds an investment interest or any subsidiaries of such business (a “RIG Portfolio Company”), on the one hand, and the Company or any of its subsidiaries, on the other hand, with a value in excess of  $120,000 may trigger disclosure obligations as related party transactions under the Company’s Related Person Transaction Policy and applicable SEC regulations.

RIG GOVERNANCE POLICY

Consistent with the requirements of our Related Person Transaction Policy and the Company’s Code of Business Conduct and Ethics, and at the direction of the Corporate Governance Committee, we developed, and the Corporate Governance Committee reviewed and approved, the Governance Policy for the Management of Potential Conflicts of Interest Involving the Rice Investment Group (the “RIG Governance Policy”). The purpose of the RIG Governance Policy is to establish appropriate corporate governance procedures designed to ensure that potential conflicts of interest that may arise from time to time by virtue of the business activities of RIG are properly and timely disclosed to the Corporate Governance Committee and, when appropriate, submitted to the Corporate Governance Committee for review and possible approval.

The RIG Governance Policy describes various circumstances in which potential conflicts of interest may arise from time to time in respect of directors, executive officers, employees, and consultants who are partners in RIG (such persons, “RIG Related Persons”) and establishes specific processes and procedures with which all directors, officers, employees, and consultants of the Company must comply.

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The requirements of this policy are intended to be consistent with the requirements of, and to support compliance with, the existing Related Person Transaction Policy and Code of Business Conduct and Ethics.

The RIG Governance Policy implements specific requirements and processes to be followed when we become aware of a potential business relationship proposed to be entered into between us or any of our subsidiaries, on the one hand, and a RIG Portfolio Company, on the other hand. The RIG Governance Policy implements procedures designed to promptly identify potential business transactions with RIG Portfolio Companies for escalation to the Corporate Governance Committee, regardless of the dollar amount involved, and implements a periodic review and certification process designed to support compliance with the policy.

In the event that we become aware of a business transaction involving the Company or its subsidiaries, on the one hand, and a RIG Portfolio Company, on the other hand, that was not pre-approved in accordance with the RIG Governance Policy (whether through the periodic review and certification process or otherwise), the transaction will be promptly brought to the attention of the Corporate Governance Committee for review and consideration pursuant to the Related Person Transaction Policy irrespective of the dollar amount involved (i.e., even if less than the $120,000 threshold stated in the Related Person Transaction Policy). Consistent with the Related Person Transaction Policy, the Corporate Governance Committee will consider all relevant facts and circumstances respecting such transaction, and will evaluate all options available to the Company, including ratification, revision, or termination of such transaction, and will take such course of action as the Corporate Governance Committee deems appropriate under the circumstances.

The RIG Governance Policy similarly sets forth procedures supporting the review by the Corporate Governance Committee of pre-existing transactions between the Company or its subsidiaries and a potential new RIG Portfolio Company in which RIG may be seeking to make an investment.

The policy prohibits Mr. Toby Z. Rice from serving (i) on the RIG investment committee and (ii) as a member of the board of directors/board of managers of any RIG Portfolio Company, in each case, until such time as he ceases to serve as an executive officer of the Company.

Consistent with the requirements of the Company’s Code of Business Conduct and Ethics, the RIG Governance Policy also expressly prohibits the RIG Related Persons from holding an interest, whether directly or indirectly through their interest in RIG, in a business that is in competition with the Company, as defined under the RIG Governance Policy. The Corporate Governance Committee regularly reviews the business descriptions of each RIG Portfolio Company, as well as the description of the Company’s business as set forth for purposes of the RIG Governance Policy, to ensure compliance with this requirement.

Transactions with Related Persons

Based on information provided by the Company’s directors and executive officers and assessments by the Company’s management, the Corporate Governance Committee determined that there were no Related Person Transactions in 2024 requiring disclosure in this proxy statement, other than those disclosed below.

RIG COMPANIES

Cold Bore Technology Inc.

In mid-2020, EQT’s Completions Department identified Cold Bore Technology Inc. (“Cold Bore”), a completions optimization technology vendor, as a candidate for a vendor product trial of its Smart Pad product. RIG holds an approximately 19% equity ownership interest in Cold Bore. As required by the RIG Governance Policy, in March 2020, the Company’s Vice President of Completions met with the Company’s Chief Financial Officer and representatives from the Company’s legal, compliance, and operating services departments to review and assess potential benefits to the Company of exploring the proposed product trial. After considering the potential benefits to the Company, this group

Corporate Governance and Board Matters

determined that the opportunity to pursue the proposed product trial with Cold Bore should be presented to the Corporate Governance Committee.

Accordingly, in April 2020, the Corporate Governance Committee reviewed and considered the proposed business opportunity with Cold Bore, taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, including the potential benefits to the Company of the transaction, the proposed terms of the transaction, and the terms available to unaffiliated third parties generally, and was informed of and considered RIG’s interest in Cold Bore, and determined that it was in the best interest of the Company and its shareholders to approve the Company’s engagement of Cold Bore for the product trial. Following this review and approval by the Corporate Governance Committee, the Company entered into an agreement with Cold Bore for the product trial.

In early 2021, the results of the Cold Bore product trial were presented to and reviewed by the Corporate Governance Committee. After considering the results of the product trial, the Corporate Governance Committee considered a proposed post-trial engagement of Cold Bore for its Smart Pad product. Taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, as noted in the preceding paragraph, the Corporate Governance Committee annually reviewed and approved the engagement of Cold Bore in each of 2021, 2022 and 2023.

In early 2024, the Corporate Governance Committee again reviewed the Company’s engagement of Cold Bore, including the anticipated benefits of the Company’s continued use of Cold Bore’s Smart Pad product and, taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, the Corporate Governance Committee approved the continued engagement of Cold Bore by the Company. During 2024, the Company paid Cold Bore consideration in the aggregate amount of approximately $1,338,000.

ComboCurve, Inc.

In mid-2020, EQT’s Asset Performance team identified Inside Petroleum, Inc. (now known as ComboCurve, Inc.) (“ComboCurve”), a vendor for a cloud-based asset management platform supporting, among other things, auto-decline curve analysis, daily calculations, and reserves and economic scenario modeling, as a candidate for a 30-day trial license agreement. RIG holds an approximately 20% equity ownership interest in ComboCurve. As required by the RIG Governance Policy, in July 2020, the Company’s Vice President, Asset Performance, met with the Company’s Chief Financial Officer and representatives from the Company’s legal, compliance, and operating services departments to review and assess potential benefits to the Company of exploring the proposed trial license. After considering the potential benefits to the Company, this group determined that the opportunity to pursue the proposed trial license with ComboCurve should be presented to the Corporate Governance Committee.

Accordingly, in July 2020, the Corporate Governance Committee reviewed and considered the proposed trial license with ComboCurve, taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, including the potential benefits to the Company of the transaction, the proposed terms of the transaction, and the terms available to unaffiliated third parties generally, and was informed of and considered RIG’s interest in ComboCurve, and determined that it was in the best interest of the Company and its shareholders to approve the Company’s engagement of ComboCurve for the trial license. Following this review and approval by the Corporate Governance Committee, the Company entered into an agreement with ComboCurve for the trial license.

In October 2020, the Company’s Vice President, Asset Performance, updated the Corporate Governance Committee on the results of the ComboCurve product trial and presented a proposal for the Company to enter into a post-trial license agreement for the Company’s use of the ComboCurve product. The Corporate Governance Committee reviewed the proposed license arrangement, including the anticipated benefits to the Company, and, taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, the Corporate Governance Committee approved the Company’s entry into a license with ComboCurve.

The Corporate Governance Committee annually reviewed and approved the Company’s license with ComboCurve in each of 2021, 2022 and 2023, including the anticipated benefits of the Company’s

Corporate Governance and Board Matters​

continued use of ComboCurve’s licensed product, and, taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, the Corporate Governance Committee authorized the annual renewal of the license arrangement with ComboCurve.

In 2024, the Corporate Governance Committee again reviewed the Company’s license with ComboCurve as set forth above, including reviewing the ComboCurve opportunity through the Company’s Related Person Transactions Policy, and following such review, the Corporate Governance Committee authorized a two-year renewal of the license arrangement with ComboCurve. During 2024, the Company paid ComboCurve consideration in the aggregate amount of approximately $255,000.

QUANTUM ENERGY PARTNERS

Background

On August 22, 2023, the Company completed its acquisitions (the “Tug Hill and XcL Midstream Acquisitions”) of upstream assets from THQ Appalachia I, LLC (the “Upstream Seller”) and gathering and processing assets from THQ-XcL Holdings I, LLC (the “Midstream Seller”) through the acquisition of all of the issued and outstanding membership interests of each of THQ Appalachia I Midco, LLC and THQ-XcL Holdings I Midco, LLC pursuant to that certain Amended and Restated Purchase Agreement, dated December 23, 2022, entered into by and among EQT Corporation, EQT Production Company (a wholly-owned subsidiary of EQT Corporation), the Upstream Seller, and the Midstream Seller.

The purchase price for the Tug Hill and XcL Midstream Acquisitions consisted of 49,599,796 shares of EQT’s common stock (the “Stock Consideration”) and approximately $2.4 billion in cash, subject to customary post-closing adjustments. As a result of the issuance of the Stock Consideration at closing, QEM VI, LLC (“QEM VI”), as the managing member of each of Q-TH Appalachia (VI) Investment Partners, LLC and Q-XcL Holdings I (VI) Investment Partners, LLC, became the beneficial owner of greater than 5% of the Company’s issued and outstanding shares of common stock.

Under the terms of an Agreement Containing Consent Order, entered into on August 16, 2023 (the “ACCO”), by the Company, certain affiliates of Quantum Energy Partners, and the U.S. Federal Trade Commission (the “FTC”) in connection with the FTC resolving its review of the Tug Hill and XcL Midstream Acquisitions, on August 24, 2023, EQT Corporation, Q-XcL Holdings I (VI) Investment Partners, LLC (“Q-XcL”), Q-TH Appalachia (VI) Investment Partners, LLC (“Q-TH”), and U.S. Bank Trust Company, National Association (“U.S. Bank” or “Voting Trustee”), entered into a Voting Trustee Agreement (the “Voting Trustee Agreement”), pursuant to which each of Q-XcL and Q-TH (both Quantum Affiliated Entities, as defined below) transferred voting power over the shares of EQT common stock issued by EQT as consideration upon the closing of the Tug Hill and XcL Midstream Acquisitions to the Voting Trustee (U.S. Bank) that will vote, or cause to be voted, all such shares proportionally with respect to the votes cast (with abstentions and broker non-votes not considered votes cast) by all other holders of shares of EQT’s common stock entitled to vote and actually voting on each matter submitted to a vote of EQT’s shareholders. The foregoing description of the Voting Trustee Agreement is not complete and is qualified in its entirety by reference to the copy of the Voting Trustee Agreement filed as Exhibit 9 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

As of October 9, 2024, QEM VI had sold all its previously held shares of common stock of the Company and the Voting Trustee Agreement is no longer in effect.

Commercial Transactions with Quantum Affiliated Entities during 2024

During 2024, in connection with our ordinary course business activities, EQT engaged in commercial transactions with certain entities at least partially owned by entities affiliated with QEM VI (collectively “Quantum Affiliated Entities”), as follows:

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Royalty Distributions (Including Land Payments). During 2024, EQT paid an aggregate amount equal to approximately $40.6 million for royalty distributions (including land payments) arising from our operations to various Quantum Affiliated Entities (of this amount, approximately $31.8 million was paid to Stone Hill Minerals Holdings, LLC; approximately $8.1 million was paid to MCJV Holdings, LLC; and approximately $0.7 million was paid to HG Energy II Appalachia LLC).

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Corporate Governance and Board Matters

■

Other Operational Transactions. During 2024, EQT paid an aggregate amount equal to approximately $1.1 million for other operational services to various Quantum Affiliated Entities (of this amount, approximately $790,000 was paid to Project Canary for services supporting methane monitoring and responsibly sourced gas (RSG) certification; approximately $166,000 and $68,000 was paid to HG Energy II Appalachia LLC for gathering services and water hauling services, respectively; and approximately $35,000 was paid to Premium Oilfield Technologies, LLC for purchases of consumables for drilling).

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Additionally, during 2024, certain subsidiaries of Equitrans Midstream Corporation, which was acquired by the Company in July 2024 (see “Equitrans Midstream Corporation Acquisition” below), received payments in an aggregate amount of approximately $12.3 million from various Quantum Affiliated Entities for midstream services provided by Equitrans Midstream Corporation (of this amount, approximately $12.1 million was paid by HG Energy II LLC and approximately $170,000 was paid by CRP XII Holdings, LLC).

In reviewing and ratifying the foregoing transactions involving Quantum Affiliated Entities, the Corporate Governance Committee considered the various factors specified in the Company’s Related Persons Transactions Policy, including the benefits to the Company of the transactions, the terms of the transactions, and the terms available to unaffiliated third parties generally, and was informed of and considered QEM VI’s interest in the Quantum Affiliated Entities, and determined that it was in the best interest of the Company and its shareholders to ratify and approve the foregoing transactions.

EQUITRANS MIDSTREAM CORPORATION ACQUISITION

Pursuant to the Agreement and Plan of Merger, dated as of March 10, 2024, by and among the Company, certain indirect wholly owned subsidiaries of the Company, and Equitrans Midstream Corporation (“Equitrans”), on July 22, 2024, the Company completed its acquisition of Equitrans (the “Equitrans Acquisition”). In connection with the closing of the Equitrans Acquisition (the “Closing”), effective on July 22, 2024, the Board of Directors of the Company (the “Board”) increased the size of the Board by three members and appointed Vicky A. Bailey, Thomas F. Karam, and Robert F. Vagt (the “Equitrans Designees”), each of whom was a member of the board of directors of Equitrans prior to the closing, to the Board.

Prior to the Closing, Mr. Karam served as Executive Chairman of Equitrans Midstream from January 1, 2024 through the Closing and, prior to that, as Chairman of the Board and Chief Executive Officer from July 2019 through the end of 2023. Prior to the effective time of the Equitrans Acquisition, EQT and its subsidiaries (the “EQT Parties”) obtained midstream and water services from Equitrans and its subsidiaries (the “Equitrans Parties”) in its ordinary course of business, and in connection therewith, the EQT Parties paid the Equitrans Parties approximately $1.2 billion and approximately $578.9 million during the year ended December 31, 2023 and the six months ended June 30, 2024, respectively, and the EQT Parties received approximately $0.4 million and $2.4 million during the year ended December 31, 2023 and the six months ended June 30, 2024, respectively, from the Equitrans Parties for reimbursements, primarily for certain capital projects where work was completed by the EQT Parties. Also, prior to the Mountain Valley Pipeline project beginning commercial service, Mountain Valley Pipeline, LLC (a joint venture of Equitrans and other parties, the operator of which is a subsidiary of Equitrans) purchased natural gas from EQT for use as line pack and paid the EQT Parties approximately $1.2 million during the six months ended June 30, 2024. In addition, EQM, a subsidiary of Equitrans, owns a preferred interest in EQT Energy Supply, LLC, a subsidiary of EQT, which is accounted for as a note payable due to the terms of the operating agreement of EQT Energy Supply, LLC. The principal value of the note payable to EQM was $94.3 million as of December 31, 2022, $88.5 million as of December 31, 2023 and $85.4 million as of June 30, 2024. Pursuant to the note payable to EQM, the EQT Parties paid EQM approximately $5.8 million in principal and approximately $5.1 million in interest during the year ended December 31, 2023 and approximately $3.1 million in principal and approximately $2.4 million in interest during the six months ended June 30, 2024.

In connection with the Closing of the Equitrans Acquisition, Mr. Karam entered into a separation and release agreement confirming his termination of employment with Equitrans Midstream Corporation and

Corporate Governance and Board Matters​

all Equitrans affiliates at Closing, the severance benefits and payments to which Mr. Karam would be entitled as a result of his termination at Closing, and the obligations of non-competition and non-solicitation that he would be subject to following the Closing. Pursuant to Mr. Karam’s separation and release agreement, Mr. Karam received severance payments of approximately $30.9 million in a combination of cash and equity. The foregoing payments were not contingent on continued service. Other than his services as a director on the EQT Board following his appointment to the Board upon the Closing in July 2024, Mr. Karam did not provide services in 2024 to EQT in any capacity.

OTHER

Certain immediate family members of Mr. Todd M. James, the Company’s Chief Accounting Officer, are parties to existing leases for natural gas exploration and production previously entered into with the Company prior to Mr. James becoming an employee of the Company. During 2024, pursuant to the terms of these previously existing leases, the Company made royalty payments to these individuals in the aggregate amount of approximately $152,000.

Consistent with the requirements of the Related Person Transaction Approval Policy, the foregoing transactions were reviewed and ratified by the Corporate Governance Committee.

Corporate Governance and Board Matters

Directors’ Compensation

Compensation of our non-employee directors is reviewed annually by the Corporate Governance Committee and approved by the Board. No compensation is paid to employee directors for their service as directors. Mr. Toby Z. Rice’s compensation for service as an executive officer is set forth in the “Summary Compensation Table” below.

In October 2023, the Corporate Governance Committee engaged in its annual review of the Company’s non-employee director compensation and recommended to the Board that no changes be made to director compensation for 2024. In developing this recommendation, the Corporate Governance Committee considered the comprehensive peer company, director compensation benchmarking review that was completed in October 2022, and the changes that were made as a result to 2023 director compensation, and ultimately concluding that the non-employee director compensation program remained effective in recruiting and retaining qualified, experienced, and skilled non-employee directors for 2024.

Cash Compensation

The structure and amount of our 2024 non-employee director cash retainer fees is set forth below.

​

(1)

All annual cash retainer amounts are paid in installments on a quarterly basis.

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(2)

The Independent Board Chair retainer is in addition to the cash retainer paid for service as a Board member and is paid in installments on a quarterly basis.

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(3)

During 2024, the Board had three special committees: the Special Financing Transactions Committee; the Special Hedge Transactions Committee; and the Special Litigation Committee. Non-employee directors serving on these special committees were paid an additional annual retainer fee of  $5,000 per special committee.

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Equity-Based Compensation

Consistent with 2023, for 2024, the Corporate Governance Committee recommended, and the Board approved, an annual grant of restricted stock units (“RSUs”) to each non-employee director in the amount of  $210,000. An annual equity grant is made to each non-employee director elected at the Company’s annual shareholders meeting, with this grant made immediately following their election at such meeting. Non-employee directors appointed to the Board mid-year generally receive an equity grant upon joining the Board, the value of which is prorated, as part of their compensation for serving on the Board through the date of the next annual shareholders meeting.

Accordingly, on April 17, 2024, each non-employee director elected at the 2024 Annual Meeting received a grant of 5,830 RSUs (the “2024 Grant”). The 2024 Grant was determined by dividing (x) the

Corporate Governance and Board Matters​

$210,000 annual grant value by (y) an amount equal to the average of the closing stock price of the Company’s common stock on each trading day within the thirty (30) calendar day period preceding April 16, 2024 ($36.03) and rounding the result up to the nearest 10 shares. The 2024 Grant will vest upon the occurrence of the 2025 Annual Meeting and is subject to forfeiture if a director voluntarily ceases to serve on the Board prior to that date. Each of the Equitrans Designees received a prorated equity grant of 4,210 RSUs in connection with their respective appointments to the Board in July 2024, which RSUs carry the same vesting and forfeiture terms as the 2024 Grant.

Each RSU is equal in value to one share of Company common stock. Unvested RSUs do not have voting rights. Any dividends paid on shares of the Company’s common stock are credited quarterly in the form of additional RSUs. Non-employee directors may elect to defer payment of their RSUs under the Company’s director deferred compensation plan, which is discussed below.

Equity Ownership Guidelines for Directors

The non-employee directors are subject to equity ownership guidelines, which require them to hold shares (or share equivalents, including deferred stock units and RSUs) with a value equal to five times the annual cash retainer. Once the target level of ownership is achieved by a director, that individual will not be expected to acquire additional shares in the event the Company’s stock price decreases, provided that the underlying number of shares held by the individual at the time of achieving compliance with the equity ownership guidelines has not been reduced. Under the guidelines, directors have up to five years from joining the Board to satisfy the ownership guidelines. As of the date of this proxy statement, each non-employee director has satisfied the Company’s equity ownership guidelines or is on track to satisfy the guidelines within the five-year ramp-up period.

Director Deferred Compensation

The Company has deferred compensation plans for non-employee directors. Prior to January 1, 2020, stock units awarded to non-employee directors were automatically deferred under the Company’s 2005 Directors’ Deferred Compensation Plan (“DDCP”).

Non-employee directors may elect (but are not required) to defer distribution of shares upon vesting of their RSUs under the DDCP. Non-employee directors may also elect to defer up to 100% of their annual retainers and fees into the DDCP and receive an investment return on the deferred funds as if the funds were invested in Company common stock or permitted mutual funds.

Prior to the deferral, plan participants must irrevocably elect to receive the deferred funds either in a lump sum or in equal annual installments. Deferred funds for which directors have elected to receive an investment return as if the funds were invested in Company common stock are distributed in shares of common stock on the distribution date. Distributions of deferred stock units and/or fees are made or, if applicable, commence following termination of service as a director. The directors’ deferred compensation accounts are unsecured obligations of the Company. For 2024, Messrs. Hu and D. Rice and Mses. Canaan and Carrig deferred receipt of payment of fees under the DDCP.

Additionally, Ms. Bailey and Messrs. Karam, D. Rice and Vagt hold deferred stock units in the legacy Equitrans Midstream Corporation Directors Deferred Compensation Plan (the “Equitrans DDCP”). The Equitrans DDCP was frozen as of the Closing, but previously operated similarly to the Company’s DDCP.

Other

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All directors are eligible to participate in the Matching Gifts Program of the EQT Foundation. Under this program, the EQT Foundation will match gifts of at least $100 made by a director to eligible charities, up to an aggregate total of  $10,000 per director in any calendar year.

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Corporate Governance and Board Matters

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The Company reimburses directors for reasonable and customary travel and related expenses in connection with attending Board and committee meetings and related business activities.

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The Company also provides non-employee directors with $20,000 of life insurance and $250,000 of travel accident insurance while traveling on business for the Company.

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The table below shows the total 2024 compensation of the Company’s non-employee directors:

2024 Directors’ Compensation Table

​

(1)

The Equitrans Designees (Ms. Bailey and Messrs. Karam and Vagt) were appointed to the Board effective July 22, 2024. For Mr. Karam, the amounts reflected in the director compensation table do not include the severance paid to Mr. Karam pursuant to his separation and release agreement resulting from his termination of employment with Equitrans Midstream Corporation upon the Closing. See “Equitrans Midstream Corporation Acquisition” under “Related Person Transactions” for more information.

​

(2)

Includes annual Board and committee cash retainers and Board and committee chair fees, as applicable, some of which were deferred at the election of the director.

​

(3)

Amounts in the Stock Awards column represent the grant date fair value of the 5,830 RSUs granted to each non-employee director (other than the Equitrans Designees) on April 17, 2024, following his or her election at the 2024 Annual Meeting. The award grant date fair values shown in the table have been determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, using the assumptions described in Note 13 to EQT’s Consolidated Financial Statements, which is included in our 2024 Annual Report. Details regarding these director RSU grants are provided in the narrative above under “Equity-Based Compensation.”

​

On July 22, 2024, Ms. Bailey and Messrs. Karam and Vagt each received 4,210 RSUs in connection with their respective appointments to the Board. As such, the amounts in the Stock Awards column for Ms. Bailey and Messrs. Karam and Vagt represent the grant date fair value of the 4,210 RSUs, applying the same ASC Topic 718 determination as previously described in this footnote.

As of December 31, 2024, each non-employee director owned 5,901 unvested RSUs, except for Ms. Bailey and Messrs. Karam and Vagt, each of whom owned 4,245 unvested RSUs (which amounts include accrued dividends). Additionally, the aggregate number of previously awarded deferred stock units, including accrued dividends thereon, outstanding and held by directors through the EQT Corporation Directors Deferred Compensation Plan as of December 31, 2024 are set forth below:

Corporate Governance and Board Matters​

In addition to the amount of deferred stock units set forth in the above table, as of December 31, 2024, the following directors held deferred stock units, including accrued dividends thereon, through the Equitrans Midstream Corporation Directors Deferred Compensation Plan:

​

(4)

This column reflects:

​

(i)

annual premiums paid for life insurance and travel accident insurance policies of  $44 per director, except in the case of Ms. Bailey and Messrs. Karam and Vagt, whose pro-rated annual premiums paid were $22 each; and

​

(ii)

the following matching gifts made to qualifying organizations under the EQT Foundation’s Matching Gifts Program:

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Executive Compensation

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Proposal 2―Approval of a Non-Binding Resolution to Approve the 2024 Compensation of the Company’s Named Executive Officers (Say-on-Pay)

As discussed in the Compensation Discussion and Analysis (“CD&A”) below, the Company’s executive compensation program is designed to:

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attract and retain the highest quality named executive officers;

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directly link pay to Company performance; and

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■

build value for the Company’s shareholders.

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The Company’s program:

■

provides total compensation opportunities at levels that are competitive in its industry;

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■

ties a significant portion of each named executive officer’s compensation to individual performance and achievement of the Company’s business objectives; and

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■

closely aligns the interests of the Company’s named executive officers with the interests of shareholders.

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In sum, the Company’s executive compensation program is designed to reward our named executive officers when the Company achieves strong results. The Company believes that the 2024 compensation of its named executive officers is consistent with and reflects the strong financial and operational results achieved and the strategic actions taken by the Company.

This proposal, commonly known as a “Say-on-Pay” proposal, gives the Company’s shareholders the opportunity to express their views on the compensation of its named executive officers by voting to approve such compensation on a non-binding, advisory basis in accordance with Section 14A of the Exchange Act. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the Company’s compensation philosophy, policies, and practices described in this proxy statement.

Accordingly, the Board invites you to review carefully the CD&A and the tabular and other disclosures under the caption “Executive Compensation,” and to cast a vote in favor of the 2024 compensation of named executive officers and adopt the following resolution:

“RESOLVED, that the shareholders approve the compensation of the Company’s named executive officers for 2024, as discussed and disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the executive compensation tables, and any related material disclosed in this proxy statement.”

The Say-on-Pay vote is advisory and, therefore, is not binding on the Company, the Compensation Committee, or the Board. The Board and the Compensation Committee value the opinions of the Company’s shareholders and, to the extent that any significant vote against the named executive officer compensation occurs, the Board will consider the shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. However, neither the Board nor the Compensation Committee will have any obligation to take any action as a result of the Say-on-Pay vote.

The Board has adopted a policy providing for annual say-on-pay advisory votes. The Company included in its 2023 definitive proxy statement on Schedule 14A filed on March 2, 2023 (“2023 Proxy Statement”) a proposal regarding the frequency of the say-on-pay advisory vote (“say-on-frequency” vote), and the shareholders voted with the Board’s recommendation for every “one year” to approve an annual say-on-pay vote. Unless the Board modifies the Company’s policy, the next say-on-pay advisory vote will be held at our 2026 Annual Meeting of Shareholders, and the next say-on-frequency advisory vote will be held at our 2029 Annual Meeting of Shareholders.

Executive Compensation​

Executive Compensation Contents

​	46	​	​	COMPENSATION DISCUSSION AND ANALYSIS	​
​	46	​	​	Executive Summary	​
​	46	​	​	■ 2024 Business Highlights ​	​
​	47	​	​	■ Compensation Philosophy Highlights ​	​
​	47	​	​	■ Named Executive Officers ​	​
​	48	​	​	■ 2024 Compensation Highlights ​	​
​	49	​	​	■ 2024 Compensation Program Highlights ​	​
​	50	​	​	■ Consideration of Say-on-Pay and Feedback from Shareholder Engagement ​	​
​	51	​	​	■ Frequency of our Shareholder Advisory Vote on Say-on-Pay ​	​
​	52	​	​	■ Evolution of Executive Compensation for 2025 ​	​
​	53	​	​	Compensation Philosophy	​
​	54	​	​	■ Overall Compensation Philosophy ​	​
​	55	​	​	■ Annual Incentive Compensation Philosophy ​	​
​	55	​	​	■ Long-Term Incentive Compensation Philosophy ​	​
​	56	​	​	The Compensation Process	​
​	56	​	​	■ Establishing Target Total Direct Compensation ​	​
​	56	​	​	■ Establishing and Administering the STIP and LTIP ​	​
​	56	​	​	■ Delegation of Grant Authority ​	​
​	57	​	​	■ Role of the Independent Compensation Consultant ​	​
​	57	​	​	■ Role of Senior Management ​	​
​	58	​	​	Determining Compensation	​
​	58	​	​	■ Elements of 2024 Compensation Program ​	​
​	59	​	​	■ Setting Target Total Direct Compensation for 2024 ​	​
​	59	​	​	■ Benchmarking ​	​
​	60	​	​	■ 2024 Compensation Benchmarking Peer Group ​	​
​	61	​	​	2024 Compensation Decisions	​
​	61	​	​	■ 2024 Compensation Mix ​	​
​	61	​	​	■ 2024 Base Salary ​	​
​	62	​	​	■ 2024 Annual Incentives ​	​

​	65	​	​	■ 2024 Long-Term Incentive Awards ​	​
​	67	​	​	■ Named Executive Officers’ 2024 Long-Term Incentive Awards ​	​
​	68	​	​	■ Certification Of Performance Under Previously Awarded Long-Term Incentive Programs ​	​
​	68	​	​	Other Compensation Components	​
​	68	​	​	■ Health and Welfare Benefits ​	​
​	68	​	​	■ Retirement Programs ​	​
​	69	​	​	■ Perquisites ​	​
​	69	​	​	■ Executive Severance Plan ​	​
​	69	​	​	■ Excise Tax Provisions ​	​
​	69	​	​	■ Equity Ownership Guidelines ​	​
​	70	​	​	■ EQT Corporation Clawback Policy ​	​
​	71	​	​	Compensation Committee Report	​
​	72	​	​	Compensation Policies and Practices and Risk Management	​
​	72	​	​	■ Risk Management Assessment ​	​
​	72	​	​	■ Corporate Stock Trading Policy and Prohibition on Hedging and Pledging of EQT Securities ​	​
​	74	​	​	Compensation Tables	​
​	74	​	​	Summary Compensation Table	​
​	75	​	​	2024 Grants of Plan-Based Awards Table	​
​	76	​	​	Outstanding Equity Awards at Fiscal Year-End	​
​	77	​	​	Option Exercised and Stock Vested	​
​	77	​	​	Pension Benefits and Non-Qualified Deferred Compensation	​
​	77	​	​	Potential Payments Upon Termination of Change of Control	​
​	77	​	​	■ Payments Pursuant to Executive Severance Plan ​	​
​	79	​	​	■ Written Agreement with Other Named Executive Officer ​	​
​	80	​	​	■ Payments Pursuant to Company Plans ​	​
​	82	​	​	■ Payments Triggered upon Hypothetical Termination of Employment or Change of Control on December 31, 2024 ​	​
​	86	​	​	Pay Versus Performance	​
​	91	​	​	Pay Ratio Disclosure	​