EQT Corp

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The following information (“PVP Table”) is presented to disclose the relationship between executive compensation actually paid (“CAP”), as calculated under applicable SEC rules, and the Company’s financial performance. As required by SEC rules, the table presented below discloses CAP for (i) the Company’s principal executive officer (“PEO”), Mr. Toby Z. Rice, and (ii) the Company’s NEOs other than Mr. Rice (“Non-PEO NEOs”), on an average basis.

The methodology for calculating amounts presented in the columns for 2025 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs,” including details regarding the amounts that were deducted from, and added to, the Summary Compensation Table totals to arrive at the values presented for CAP, are provided in the footnotes to the table. A narrative discussion of the relationship between CAP and the Company performance measures (i) listed in the table below and (ii) that the Company has deemed most important in linking CAP to Company performance during 2025 is also presented below. For prior years’ footnotes describing the adjustments to calculate PEO CAP and Non-PEO NEOs CAP, please refer to the previously filed proxy statements for such prior years.

We have identified free cash flow(1) as our Company-Selected Measure that represents, in our view, the most important financial performance measure used to link CAP to our performance. We believe that our ability to grow our free cash flow is important to our shareholders, as increased free cash flow supports our ability to pay regular quarterly dividends, reduce our outstanding indebtedness, and engage in share repurchases, among other benefits. Free cash flow, measured on a per share basis, is the most heavily weighted performance measure under our 2025 STIP, with Company performance on this measure driving 30% of the plan funding for the 2025 STIP, as described in greater detail in our Compensation Discussion and Analysis.

(1)

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Pay Versus Performance Table

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(1)

PEO CAP for 2025 was calculated as follows: (i) Mr. Rice’s Summary Compensation Table Total for 2025, minus (ii) the grant date fair value of the equity awards granted to Mr. Rice in 2025 (the “Grant Date Fair Value—2025 Equity Grants”), plus (iii) the fair value at year-end 2025 of the equity awards granted to Mr. Rice in 2025 that remained outstanding and unvested at year-end 2025 (the “Fair Value at Year-end—2025 Equity Grants”), plus (iv) for the portion of the equity awards granted to Mr. Rice prior to 2025 that remained outstanding and unvested at year-end 2025, the amount by which the fair value at year-end 2025 exceeded the fair value at year-end 2024 (the “Increase in Fair Value at Year-end—Unvested Portions of Pre-2025 Equity Grants”), plus (v) for Mr. Rice’s 2022, 2023 and 2024 RSU Awards, the amount equal to the change in fair value at the vesting date, as compared to the fair value at year-end 2024 (the “Changes in Fair Value of 2022, 2023 and 2024 RSU Awards at Vesting Dates”).

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(2)

For years 2025 through 2021, the Non-PEO NEOs were:

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2025: Messrs. Bolen, Knop, and Jordan and Ms. Fenton (our “2025 Non-PEO NEOs”)

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2024: Messrs. Duran, Knop, Jordan, and Wingo

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2023: Messrs. Duran, Khani, Knop, and Jordan and Ms. Evancho

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2022: Messrs. Duran, Khani, and Jordan and Ms. Evancho

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2021: Messrs. Duran, Khani, and Jordan and Ms. Evancho

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(3)

The “Average Compensation Actually Paid to Non-PEO NEOs” presented in the table above for 2025 was calculated as follows: (i) the average of the 2025 Summary Compensation Table Total for each of the 2025 Non-PEO NEOs, minus (ii) the average of the grant date fair values of the equity awards granted in 2025 to the 2025 Non-PEO NEOs (“Average Grant Date Fair Value—2025 Equity Grants”), plus (iii) the average of the fair values at year-end 2025 of the equity awards granted in 2025 to the 2025 Non-PEO NEOs which remained outstanding and unvested at year-end 2025 (“Average Fair Value at Year-end—2025 Equity Grants”), plus (iv) for any portion of the equity awards granted prior to 2025 to the 2025 Non-PEO NEOs that remained outstanding and unvested at year-end 2025, the amount by which the average of the fair values at year-end 2025 of such unvested awards exceeded the average of the fair values at year-end 2024 of such unvested awards (“Average Increase in Fair Value at Year-end—Unvested Portions of Pre-2025 Equity Grants”), plus (v) for any portion of the equity awards granted prior to 2025 to the 2025 Non-PEO NEOs, the amount equal to the change in the average of the fair values at the vesting dates, as compared to the average of the fair values at year-end 2024 (“Changes in Fair Value of 2022, 2023 and 2024 RSU Awards at Vesting Dates”).

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(4)

In accordance with applicable SEC rules, peer group TSR for each year was calculated on a market capitalization weighted basis according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated. TSR for both the Company and the peer group is based on an initial $100 investment, measured on a cumulative basis from the market close on December 31, 2020, through and including the end of the applicable fiscal year as presented in the table. TSR calculations reflect reinvestment of dividends. The Company’s peer group for purposes of Item 201(e) of Regulation S-K was utilized for purposes of calculating peer group total shareholder return as follows:

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Antero Resources Corporation; Antero Midstream Corporation; APA Corporation; Coterra Energy, Inc.; Devon Energy Corporation; Diamondback Energy, Inc.; EOG Resources, Inc.; Expand Energy Corporation; Occidental Petroleum Corporation; ONEOK, Inc.; Ovintiv Inc.; Permian Resources Corporation; Range Resources Corporation; Targa Resources Corporation; and The Williams Companies, Inc. (collectively “2025 Peer Group”).

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The TSR peer group for 2024, which differed from the 2025 Peer Group, consisted of the following companies: Antero Resources Corporation; APA Corporation; CNX Resources Corporation; Comstock Resources, Inc.; Coterra Energy, Inc.; Devon Energy Corporation; Diamondback Energy, Inc.; Matador Resources Company; Murphy Oil Corporation; Ovintiv Inc.; and Range Resources Corporation (collectively “2024 Peer Group”). If the 2024 Peer Group were used, the peer group TSR for each year would be $217.31, $327.46, $308.95, $310.25, and $315.95 for 2021, 2022, 2023, 2024, and 2025, respectively. Please refer to the CD&A portion of the proxy above for details regarding the Compensation Committee’s design of the 2025 Peer Group.

(5)

Amounts shown are net income (loss) attributable to EQT Corporation, as reflected in the Company’s Statements of Consolidated Operations for each of the years ended December 31, 2021, 2022, 2023, 2024 and 2025.

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(6)

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

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