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 2025 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.

MVP Capital Contributions Adjustments

As discussed in the CD&A section above, the Committee exercised discretion to approve adjustments to the applicable 2025 STIP performance measures to reflect (i) certain incremental capital contributions made in 2025 with respect to the Company’s equity ownership interest in Mountain Valley Pipeline (“MVP”) Series C, resulting from management’s strategic decision to accelerate into 2025 the planned purchase of turbines required for the MVP Boost project(1) (which had originally been planned for 2026), and (ii) the impact on the Company’s reported capital expenditures of certain capital being retained by MVP Series A, but accounted for as capital contributed to equity method investments. In approving these discretionary adjustments, the Committee considered, among other factors, the importance of aligning annual incentive compensation with management actions undertaken in the best interests of shareholders and its desire to avoid undue negative effects on incentive compensation outcomes. The impact of these adjustments on applicable performance measures is provided below.

(1)

The MVP Boost project refers to an ongoing project to expand transmission capacity on MVP.

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Capital Expenditures

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Capital expenditures is defined under the 2025 STIP as total capital expenditures as reported in the 2025 Annual Report, plus capital contributions to equity method investments, less capital expenditures attributable to non-operated assets. For the year ended December 31, 2025, capital expenditures were $2,172 million (which amount excluded capital contributions of $120 million for assets acquired as part of the Olympus Energy Acquisition and $71 million for the MVP capital contributions adjustments described above). The final result was a payout factor of 2.0 for this performance measure.

Production

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Production is defined under the 2025 STIP as total sales volume as reported in the 2025 Annual Report on an Mcfe equivalent basis, where NGLs, ethane and oil are converted to Mcfe at a rate of six Mcfe per barrel. For the year ended December 31, 2025, production volumes were 2,304 Bcfe (which amount excluded the volume increases of 92 Bcfe from the assets acquired in the Olympus Energy Acquisition and included an adjustment for Strategic Curtailments of approximately 14 Bcfe). The final result was a payout factor of 1.7 for this performance measure.

Cash Operating Costs

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Cash operating costs is defined under the 2025 STIP as gathering, transmission and processing expenses, lease operating expenses, operation and maintenance, 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, and non-recurring items (in each case, calculated on a dollar per Mcfe basis). For the year ended December 31, 2025, cash operating costs were $1.07 (after adjustment for the impact of acquisitions and divestitures and production curtailments), which resulted in a payout factor of 1.8 for this performance measure.

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Environmental, Health, and Safety

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EHS Intensity

For purposes of the 2025 STIP, “EHS intensity” means the aggregate hazard points assigned during the plan year for environmental, health, and safety incidents occurring in 2025, determined under a pre-established EHS Intensity Scale matrix that assigns hazard points based on incident type and severity. For purposes of the 2025 STIP performance measure, for the year ended December 31, 2025, the Company’s EHS intensity was 12,179, which resulted in a payout factor of 2.0 for this performance measure.

Free Cash Flow Per Share

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For purposes of the 2025 STIP, free cash flow per share is defined as (x) free cash flow, plus interest attributable to cash used to fund the purchase of repurchased shares, divided by (y) weighted average shares outstanding.

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Free cash flow is defined under the 2025 STIP as adjusted operating cash flow less accrual-based capital expenditures attributable to continuing operations (which excludes any cash payments or capital expenditures for acquisitions) less capital contributions to equity method investments.

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Adjusted operating cash flow is defined under the 2025 STIP as net cash provided by operating activities, less changes in other assets and liabilities.

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Weighted average shares outstanding is defined under the 2025 STIP as the sum of the adjusted shares outstanding measured at the end of each calendar month, divided by 12.

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Adjusted shares outstanding is defined under the 2025 STIP is defined as of the date of determination, plus (x) the number of shares of the Company’s common stock that were repurchased by the Company since the since the beginning of calendar year 2025 through such month-end date of determination, minus (y) the number of shares of common stock that were issued by the Company since the beginning of the calendar year 2025 through such month-end date of determination (i) pursuant to an equity offering by the Company of common stock or the conversion of a convertible debt instrument into shares of common stock, in each case which results in an increase in the number of issued and outstanding shares of common stock, or (ii) as consideration for an acquisition by the Company or one of its subsidiaries.

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Under the 2025 STIP, the calculation of free cash flow per share was automatically adjusted pursuant to the terms of the 2025 STIP plan document to exclude all direct and indirect impacts of acquisition and divestiture transactions completed in 2025 where the total consideration paid exceeded $100 million and the transaction was not contemplated by the Company’s 2025 business plan (see “2025 Annual Incentives―Setting Performance Metrics for the 2025 Annual Incentive Awards and Determining 2025 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 2025 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 2025 Annual Report.

Appendix A​

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For the year ended December 31, 2025, free cash flow per share as defined under the 2025 STIP was $4.89 (which, as illustrated in the table above, excluded free cash flow of $0.12 per share from the assets acquired in the Olympus Energy Acquisition and included adjustments of $0.04 per share for Strategic Curtailments and $0.05 per share for the MVP capital contributions adjustment). The final result was a payout factor of 1.2 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 2021, 2022, 2023, 2024, and 2025. 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 Consolidated Cash Flows included in the 2025 Annual Report 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.

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Net debt is defined as total debt less cash and cash equivalents. Total debt includes the Company’s current portion of debt, revolving credit facility borrowings and senior notes. The Company’s management believes net debt provides useful information to investors regarding the Company’s financial condition and assists them in evaluating the Company’s leverage since the Company could choose to use its cash and cash equivalents to retire debt.

The table below reconciles net debt with total debt, the most comparable financial measure calculated in accordance with GAAP, as derived from the Consolidated Balance Sheets to be included in the 2025 Annual Report.

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(1)

As of December 31, 2025, the current portion of debt included EQT’s 3.125% senior notes and 7.75% debentures. As of December 31, 2024, the current portion of debt included borrowings outstanding under Eureka Midstream’s revolving credit facility. Eureka Midstream is a wholly owned subsidiary of Eureka Midstream Holdings.

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