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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(Name of Registrant as Specified In Its Charter)​

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

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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​

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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​

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