EQT Corp

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The CD&A section of this proxy statement contains references to the Company’s free cash flow per share and other performance measures that have not been calculated in accordance with GAAP, which are also referred to as non-GAAP supplemental financial measures. As more fully discussed in the CD&A above, these non-GAAP supplemental financial measures were defined in and utilized as performance measures under the 2024 STIP and, accordingly, the definitions below may differ from how the Company defines such terms in other investor materials. This Appendix A contains a reconciliation of the Company’s free cash flow per share with the Company’s net cash provided by operating activities (the most directly comparable GAAP financial measure), as well as important disclosures regarding other non-GAAP supplemental financial measures.

Discretionary Adjustments for Strategic Production Curtailments during 2024

As described above, beginning on February 24, 2024, in response to the low natural gas price environment resulting from warm winter weather and elevated storage inventories, management implemented a strategy to curtail approximately 1.0 Bcf per day of gross production volume (“Strategic Curtailments”), deferring sales of the curtailed volumes to future periods in which more favorable commodity price realization may be available. The Strategic Curtailments were continued during select periods of the year and resulted in total decreased sales volume of 107 Bcfe in 2024. The Committee, considering that the Strategic Curtailments served to enhance shareholder value by deferring sales of produced volumes to future periods in response to market fundamentals, determined to adjust for the impact of 100 Bcfe of the Strategic Curtailments in the calculation of the 2024 STIP performance measures. Among other considerations, the Committee believes that this discretionary adjustment serves to maintain the alignment of incentive compensation opportunity under the annual incentive plan with the Company pursuing strategic actions that are in the best interest of the Company’s shareholders, but which would otherwise have resulted in reduced incentive opportunity under the plan. The impact of this adjustment on the 2024 STIP performance measures for adjusted gross G&A expense per Mcfe, cash operating margin, free cash flow per share, and total capital expenditures per Mcfe is described below. This adjustment had no impact on the results of the EHS intensity improvement or the finding and developments costs performance measures.

Adjusted Gross General & Administrative (“G&A”) Expense Per Mcfe

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Adjusted gross G&A expense per Mcfe is defined under the 2024 STIP as (i) the Company’s selling, general, and administrative (“SG&A”) operating expenses inclusive of such SG&A expenses capitalized to property, plant, and equipment, less the aggregate expense associated with the Company’s long-term incentive program and SG&A attributable to consolidated variable interest entities, divided by (ii) total sales volume on an Mcfe basis for 2024. Adjusted gross G&A expense per Mcfe should not be considered as an alternative to selling, general, and administrative expense presented in accordance with GAAP. For the year ended December 31, 2024, adjusted gross G&A expense per Mcfe was $0.135 (after adjustment of $0.004 per Mcfe for the impact of Strategic Curtailments), which resulted in a payout factor of 2.0 for this performance measure.

Cash Operating Margin

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Cash operating margin is defined under the 2024 STIP as (i) the post-hedge average realized price estimate from the Company’s 2024 business plan, less (ii) gathering, transmission and processing expenses, lease operating expenses, production taxes, exploration, selling, general and administrative expenses, and other operating expenses, excluding the aggregate expense associated with the Company’s long-term incentive program, cash operating expense associated with consolidated variable interest entities, and non-recurring items (in each case, calculated on a dollar per Mcfe basis). For

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the year ended December 31, 2024, Cash Operating Margin was $1.60 (after adjustment of $0.03 per Mcfe for the impact of Strategic Curtailments), which resulted in a payout factor of 1.4 for this performance measure.

Environmental, Health, and Safety

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EHS Intensity Improvement

For purposes of the 2024 STIP, EHS intensity improvement is defined as the absolute reduction, expressed as a percentage, of the average of the following four hazard score categories during 2024 as compared to 2023.

Completions Hazard Score, which is determined by dividing (i) the total hazard points assigned for environmental, health, and safety events occurring during the applicable measurement period as a result of completions activities, by (ii) the total number of stages pumped during the applicable measurement period;

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Construction Hazard Score, which is determined by dividing (i) the total hazard points assigned for environmental, health, and safety events occurring during the applicable measurement period as a result of construction projects, by (ii) the total number of completed construction projects during the applicable measurement period;

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Drilling Hazard Score, which is determined by dividing (i) the total hazard points assigned for environmental, health, and safety events occurring during the applicable measurement period as a result of drilling activities, by (ii) the total number of feet drilled during the applicable measurement period; and

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Production Hazard Score, which is determined by dividing (i) the total hazard points assigned for environmental, health, and safety events occurring during the applicable measurement period as a result of production activities, by (ii) an amount equal to the total number of producing wells, multiplied by the number of production days.

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In calculating performance, the total hazard points assigned for events occurring within various categories of environmental, health, and safety events are determined based upon a pre-established EHS Intensity Scale matrix, which establishes EHS incident type severity levels and assigns associated hazard points. For purposes of the 2024 STIP performance measure, for the year ended December 31, 2024, the Company’s EHS intensity improvement was negative 106%, which resulted in a payout factor of zero for this performance measure. The Company’s 2024 performance outcome on this measure was the result of an offsite contractor vehicle accident, which resulted in a significant increase to the Company’s total assigned hazard points score for 2024.

Finding and Development Costs

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Finding and development costs is defined under the 2024 STIP as (i) adjusted well cost per foot, divided by (ii) estimated ultimate recovery (or EUR) per foot for gross operated wells turned-in-line during 2024. Adjusted well cost per foot is defined under the 2024 STIP as (x) well costs of all operated wells finishing each respective phase during 2024 adjusted to include pad construction, drilling, completion, drillout, facilities, and capitalized flowback, and excluding capitalized overhead, land, water infrastructure, and other related capital expenditures, divided by (y) the total operated feet of pay with respect to each phase. With respect to pad costs, the pad feet-of-pay is based on the summation of planned lateral length for all wells to be drilled on pads which are expected to finish construction in 2024. For the year ended December 31, 2024, finding and development costs was $0.50, which resulted in a payout factor of 1.2 for this performance measure.

Appendix A​

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Free Cash Flow Per Share

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For purposes of the 2024 STIP, free cash flow per share is defined as (x) adjusted operating cash flow, less adjusted EBITDA attributable to consolidated variable interest entities, less accrual-based capital expenditures attributable to continuing operations (which excludes any cash payments or capital expenditures for acquisitions), plus accrual-based capital expenditures attributable to consolidated variable interest entities for 2024, plus interest attributable to cash used to fund the purchase of repurchased shares, divided by (y) the weighted average shares outstanding.

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Adjusted operating cash flow is defined under the 2024 STIP as net cash provided by operating activities, less changes in other assets and liabilities.

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Adjusted EBITDA is defined under the 2024 STIP as income from continuing operations, plus interest expense, plus income tax benefit, plus depreciation, plus amortization of intangible assets, plus impairment/loss on the sale/exchange of long-lived assets, plus impairment of intangible assets, plus lease impairments and expirations, plus proxy transaction and reorganization costs, plus the revenue impact of changes in the fair value of derivative instruments prior to settlement, plus loss on debt extinguishment, and certain other items that impact comparability between periods.

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Weighted average shares outstanding is defined under the 2024 STIP as the sum of the number of shares of the Company’s common stock that were issued and outstanding at the end of each calendar month during 2024 (in each case, adjusting such month-end shares outstanding amount by (i) adding to the month-end outstanding amount the number of shares of the Company’s common stock that were repurchased by the Company since the beginning of calendar year 2024 through such month-end date of determination and (ii) subtracting from the month-end outstanding amount the number of shares of the Company’s common stock that were issued by the Company since the beginning of calendar year 2024 through such month-end date of determination pursuant to an equity offering, including through conversions of outstanding convertible indebtedness, or as consideration for acquisitions), divided by 12.

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Under the 2024 STIP, the calculation of free cash flow per share was automatically adjusted pursuant to the terms of the 2024 STIP plan document to exclude all direct and indirect impacts of acquisition and divestiture transactions completed in 2024 where the total consideration paid exceeded $100 million and the transaction was not contemplated by the Company’s 2024 business plan (see “2024 Annual Incentives―Setting Performance Metrics for the 2024 Annual Incentive Awards and Determining 2024 Annual Incentive Award Funding” above for a description of each such transaction).

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Free cash flow per share and adjusted operating cash flow should not be considered as alternatives to net cash provided by operating activities or any other measure of liquidity presented in accordance with GAAP. The table below reconciles free cash flow per share and adjusted operating cash flow, each as defined under the 2024 STIP, with net cash provided by operating activities, the most comparable financial measure calculated in accordance with GAAP, as derived from the Statements of Consolidated Cash Flows included in the Company’s 2024 Annual Report.

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For the year ended December 31, 2024, free cash flow per share as defined under the 2024 STIP was $1.98 (after adjustment of $0.15 per share for the impact of Strategic Curtailments), which resulted in a payout factor of 2.0 for this performance measure.

Total CapEx Spend Per Mcfe

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Total capital expenditures per Mcfe is defined under the 2024 STIP as (i) the Company’s total operated capital expenditures divided by (ii) total operated sales volumes. Total operated capital expenditures are defined as total capital expenditures, less capital expenditures attributable to consolidated variable interest entities, less capital expenditures attributable to non-operated assets. Total operated sales volumes is defined as the sales volumes as reported on an Mcfe equivalent (Mcfe) basis, where NGLs, ethane, and oil are converted to Mcfe at a rate of six Mcfe per barrel, less sales volumes attributable to non-operated assets. For the year ended December 31, 2024, total CapEx per Mcfe was $0.92 (after adjustment of $0.05 per Mcfe for the impact of Strategic Curtailments), which resulted in a payout factor of 2.0 for this performance measure.

Other Non-GAAP Financial Measures

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Additionally, this proxy statement, including the pay-versus performance table and related narrative, contains information regarding the Company’s free cash flow for the years 2020, 2021, 2022, 2023, and 2024. Free cash flow is defined as adjusted operating cash flow less accrual-based capital expenditures and capital contributions to equity method investments. Adjusted operating cash flow is defined as net cash provided by operating activities less changes in other assets and liabilities. Adjusted operating cash flow and free cash flow are non-GAAP supplemental financial measures used by the Company’s management to assess liquidity, including the Company’s ability to generate cash flow in excess of its capital requirements and return cash to shareholders. The Company’s management believes that these measures provide useful information to external users of the Company’s consolidated financial statements, such as industry analysts, lenders, and ratings agencies. As discussed in the “Pay Versus Performance” section of this proxy statement above, we have identified free cash flow as our Company-Selected Measure that represents, in our view, the most important financial measure used to link compensation actually paid to our performance. Free cash flow should not be considered as an alternative to net cash provided by operating activities or any other measure of liquidity presented in accordance with GAAP.

The table below reconciles free cash flow with net cash provided by operating activities, the most comparable financial measure calculated in accordance with GAAP, as derived from the Statements of

Appendix A​

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Consolidated Cash Flows included in the Company’s Annual Report on Form 10-K for the years presented. As a result of the completion of the Equitrans Midstream acquisition during 2024, the Company adjusted its non-GAAP measure for free cash flow. In particular, free cash flow has been changed to exclude capital contributions to equity method investments. As a result, the prior period amounts have also been recast for comparability in the “Pay Versus Performance” section above and in the reconciliation table below.