EQT Corp

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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Generated approximately $3.2 billion of net cash provided by operating activities and $879 million of free cash flow.(1)

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Retired $1.1 billion of debt.

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Increased our base dividend by 5%.

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Closed the strategic acquisitions of Tug Hill and XcL Midstream and integrated the assets at an EQT record pace.

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Signed two of the largest long-term physical supply deals ever executed in the North American natural gas market with leading utilities.

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Our operations executed at record levels and pace.

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Improved drilling efficiencies drove 6% faster drilling speeds in 2023, as compared to 2022.(2)

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Set new all-time high completion efficiencies, with 2023 average frac crew monthly pumping hours up 16% year-over-year.

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Delivered a 22% improvement in our environmental, health, and safety (EHS) intensity,(3) underscoring our unwavering commitment to safety at EQT.

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We continued to gain momentum in executing our differentiated LNG strategy.

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Leveraged our significant Gulf Coast firm transportation capacity to sign non-binding Heads of Agreements (HOAs) covering 2.5 million tons per annum of LNG tolling capacity.(4)

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Have seen strong interest from prospective international buyers as the global market is increasingly appreciating the value associated with EQT’s low-cost, peer leading core inventory depth and environmental attributes.

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We continued our progress towards our ambitious 2025 net zero emissions goal.

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We continued to make progress toward making EQT the first energy company of meaningful scale in the world to achieve net zero Scope 1 and Scope 2 emissions.(5)

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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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(2)

6% year-over-year improvement was measured based on days per 1,000 horizontal feet drilled.

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(3)

EHS intensity improvement is an internal performance measure used in EQT’s Short-Term Incentive Plan. Please refer to the Compensation Discussion and Analysis section below for further details.

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(4)

Non-binding HOAs remain subject to negotiation of definitive tolling agreements between the parties.

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(5)

The Company’s net zero emissions goal is based on Scope 1 and Scope 2 greenhouse gas emissions from assets owned by the Company on June 30, 2021 (i.e., when EQT announced its net zero goal). Scope 1 greenhouse gas emissions included in the target are based exclusively on emissions 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.

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Letter from Our CEO​

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Announced a first-of-its-kind public-private forest management partnership with the State of West Virginia, designed to create one of the highest quality, most verifiable nature-based carbon sequestration projects anywhere in the world.

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EQT was one of 50 oil and gas companies to participate in the Oil & Gas Decarbonization Charter, a landmark initiative, launched at COP28, dedicated to accelerating climate action and achieving high-scale impact across the industry.

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EQT helped establish the Appalachian Methane Initiative, a world-class, sector and technology agnostic methane monitoring network designed to assess and further mitigate methane emissions across the entire Appalachian Basin.

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Over the last year, we’ve heard countless reports about the phasing out of natural gas. After participating in COP28 in Dubai, it is clear that the world recognizes the continuing need for natural gas both to ensure energy security and achieve the world’s decarbonization goals. It’s also clear that removing foreign coal from the power sector is a pre-requisite for achieving global climate goals. People are beginning to understand that, while energy sources such as wind and solar are great, they are not enough on their own. Natural gas in the form of LNG is uniquely capable of supporting these alternative energy sources and allowing the world to achieve its climate goals by rapidly replacing foreign coal. It is the ideal lower-carbon, dispatchable compliment to renewable power generation. I believe that EQT is uniquely positioned to answer the world’s call for clean, affordable, reliable energy and lead efforts to displace international coal.

The momentum and gravity of purpose at EQT right now are unrivaled. We are executing at record performance levels, signing historic physical supply deals, aggressively cutting emissions, and executing on our vision to become the pre-eminent low-cost producer of natural gas on the global stage. All these steps are being taken with our stakeholders in mind, and we have high ambition to continue the successes that we accomplished in 2023.

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 1, 2024

2024 Notice of Annual Meeting

of Shareholders of EQT Corporation

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You are cordially invited to attend the virtual 2024 Annual Meeting of Shareholders of EQT Corporation.

At the meeting, we plan to ask you to:

The 2024 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 2024 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 instructions in the “Questions and Answers About the 2024 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 1, 2024