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Item 9A. Controls and Procedures

2022-02-10 compared with 2021-02-17 · 100 added, 129 removed, 215 unchanged (52% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including the Company's Principal Executive Officer and Principal Financial Officer, an evaluation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) was conducted as of the end of the period covered by this report.

Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report.

Under the supervision and with the participation of management, including our Principal Executive Officer and Principal Financial Officer, an evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) was conducted as of the end of the period covered by this report.

Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Management's Report on Internal Control over Financial Reporting

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act).

The Company's internal control system is designed to provide reasonable assurance to the Company's management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act).

Our internal control system is designed to provide reasonable assurance to management and our Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

All internal control systems, no matter how well designed, have inherent limitations.

Accordingly, even effective controls can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2020.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) .

Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2020.

Management’s assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of the assets acquired in the Chevron Acquisition on November 30, 2020.

Total assets acquired and total operating revenues represented approximately 5% of the Company’s consolidated total assets at December 31, 2020 and less than 1% of the Company’s consolidated total operating revenues for the year ended December 31, 2020.

Ernst & Young LLP (Ernst & Young), the independent registered public accounting firm that audited the Company's Consolidated Financial Statements, has issued an attestation report on the Company's internal control over financial

Ernst & Young's attestation report on the Company's internal control over financial reporting appears in Part II, Item 8., of this Annual Report on Form 10-K and is incorporated herein by reference.

Based on this assessment, management concluded that we maintained effective internal control over financial reporting as of December 31, 2021.

Ernst & Young LLP (Ernst & Young), the independent registered public accounting firm that audited our Consolidated Financial Statements, has issued an attestation report on our internal control over financial reporting.

Ernst & Young's attestation report on our internal control over financial reporting appears in Part II, Item 8., of this Annual Report on Form 10-K and is incorporated herein by reference.

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the fourth quarter of 2020 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

The Company is in the process of integrating the assets acquired in the Chevron Acquisition into the Company's internal controls over financial reporting.

There were no changes in internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the fourth quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Not Applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Directors, Executive Officers and Corporate Governance

The following information is incorporated herein by reference from the Company's definitive proxy statement relating to the 2021 annual meeting of shareholders, which proxy statement is expected to be filed with the SEC within 120 days after the close of the Company's fiscal year ended December 31, 2020:

• Information required by Item 401 of Regulation S-K with respect to directors is incorporated herein by reference from the sections captioned "Director Nominees" and "Director Independence" under "Corporate Governance and Board Matters" in the Company's definitive proxy statement;

• Information required by Item 407(d)(4) of Regulation S-K with respect to disclosure of the existence of the Company's separately-designated standing Audit Committee and the identification of the members of the Audit Committee is incorporated herein by reference from the section captioned "Corporate Governance and Board Matters – Board Committees – Audit Committee" in the Company's definitive proxy statement;

• Information required by Item 407(d)(5) of Regulation S-K with respect to disclosure of the Company's audit committee financial expert is incorporated herein by reference from the section captioned "Corporate Governance and Board Matters – Board Committees – Audit Committee" in the Company's definitive proxy statement.

Information required by Item 401 of Regulation S-K with respect to executive officers is included after Item 4 at the end of Part I of this Annual Report on Form 10-K under the caption "Information about our Executive Officers (as of February 17, 2021)," and is incorporated herein by reference.

The Company has adopted a code of business conduct and ethics applicable to all directors and employees, including the principal executive officer, principal financial officer and principal accounting officer.

The code of business conduct and ethics is posted on the Company's website http://www.eqt.com (accessible by clicking on the "About" link on the main page, followed by the "Governance" heading, then the "Charters and Governance Documents" link), and a printed copy will be delivered free of charge on request by writing to the corporate secretary at EQT Corporation, c/o Corporate Secretary, 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222.

The Company intends to satisfy the disclosure requirement regarding certain amendments to, or waivers from, provisions of its code of business conduct and ethics by posting such information on the Company's website.

The following information is incorporated herein by reference from our definitive proxy statement relating to the 2022 annual meeting of shareholders, which proxy statement is expected to be filed with the SEC within 120 days after the close of our fiscal year ended December 31, 2021:

• Information required by Item 401 of Regulation S-K with respect to directors;

• Information required by Item 405 of Regulation S-K with respect to our compliance with Section 16(a) of the Exchange Act, if any;

• Information required by Item 407(d)(4) of Regulation S-K with respect to disclosure of the existence of our separately-designated standing Audit Committee and the identification of the members of the Audit Committee;

• Information required by Item 407(d)(5) of Regulation S-K with respect to disclosure of our audit committee financial expert.

We have adopted a code of business conduct and ethics applicable to all directors and employees, including the principal executive officer, principal financial officer and principal accounting officer.

Our code of business conduct and ethics is posted on our website http://www.eqt.com (accessible by clicking on the "About" link on the main page, followed by the "Governance" heading, then the "Charters and Governance Documents" link), and a printed copy will be delivered free of charge on request by writing to the corporate secretary at EQT Corporation, c/o Corporate Secretary, 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222.

We intend to satisfy the disclosure requirement regarding certain amendments to, or waivers from, provisions of our code of business conduct and ethics by posting such information on our website.

Executive Compensation

• Information required by Item 402 of Regulation S-K with respect to named executive officer and director compensation is incorporated herein by reference from the sections captioned "Compensation Discussion and

Analysis," "Compensation Tables," "Compensation Policies and Practices and Risk Management," "Pay Ratio Disclosure" and "Corporate Governance and Board Matters – Directors' Compensation" in the Company's definitive proxy statement;

• Information required by paragraph (e)(5) of Item 407 of Regulation S-K with respect to certain matters related to the Management Development and Compensation Committee of the Company's Board of Directors is incorporated herein by reference from the section captioned "Compensation Committee Report" in the Company's definitive proxy statement.

• Information required by Item 402 of Regulation S-K with respect to named executive officer and director compensation;

• Information required by paragraphs (e)(4) and (e)(5) of Item 407 of Regulation S-K with respect to certain matters related to the Management Development and Compensation Committee of our Board of Directors.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by Item 403 of Regulation S-K with respect to stock ownership of significant shareholders, directors and executive officers is incorporated herein by reference to the sections captioned "Equity Ownership – Security Ownership of Certain Beneficial Owners" and "Equity Ownership – Security Ownership of Management" in the Company's definitive proxy statement relating to the 2021 annual meeting of shareholders, which will be filed with the SEC within 120 days after the close of the Company's fiscal year ended December 31, 2020.

Information required by Item 403 of Regulation S-K with respect to stock ownership of significant shareholders, directors and executive officers is incorporated herein by reference from our definitive proxy statement relating to the 2022 annual meeting of shareholders, which is expected to be filed with the SEC within 120 days after the close of our fiscal year ended December 31, 2021.

Equity Compensation Plan Information

The following table and related footnotes provide information as of December 31, 2020 with respect to shares of the Company's common stock that may be issued under the Company's existing equity compensation plans, including the 2020 Long-Term Incentive Plan (2020 LTIP), 2019 Long-Term Incentive Plan (2019 LTIP), 2014 Long-Term Incentive Plan (2014 LTIP), the 2009 Long-Term Incentive Plan (2009 LTIP), the 2008 Employee Stock Purchase Plan (2008 ESPP), and the 2005 Directors' Deferred Compensation Plan (2005 DDCP):

The following table and related footnotes provide information as of December 31, 2021 with respect to shares of our common stock that may be issued under our existing equity compensation plans, including the 2020 Long-Term Incentive Plan (2020 LTIP), 2019 Long-Term Incentive Plan (2019 LTIP), 2014 Long-Term Incentive Plan (2014 LTIP), the 2009 Long-Term Incentive Plan (2009 LTIP), the 2008 Employee Stock Purchase Plan (2008 ESPP), and the 2005 Directors' Deferred Compensation Plan (2005 DDCP):

Plan Category Number Of Securities

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Total 10,098,318 $ 19.80 4,800,344

(1) Consists of the 2020 LTIP, 2019 LTIP, 2014 LTIP, the 2009 LTIP, and the 2008 ESPP.

Effective as of May 1, 2020, with the adoption of the 2020 LTIP, the Company ceased making new grants under the 2019 LTIP.

Effective as of July 10, 2019 in connection with the adoption of the 2019 LTIP, the Company ceased making new grants under the 2014 LTIP.

Effective as of April 30, 2014, in connection with the adoption of the 2014 LTIP, the Company ceased making new grants under the 2009 LTIP.

(1) Consists of the 2020 LTIP, 2019 LTIP, 2014 LTIP, 2009 LTIP, and the 2008 ESPP.

Effective as of May 1, 2020, with the adoption of the 2020 LTIP, we ceased making new grants under the 2019 LTIP.

Effective as of July 10, 2019 in connection with the adoption of the 2019 LTIP, we ceased making new grants under the 2014 LTIP.

Effective as of April 30, 2014, in connection with the adoption of the 2014 LTIP, we ceased making new grants under the 2009 LTIP.

The 2019 LTIP, 2014 LTIP, and the 2009 LTIP remain effective solely for the purpose of issuing shares upon the exercise or payout of awards outstanding under such plans on May 1, 2020 (for the 2019 LTIP), July 10, 2019 (for the 2014 LTIP) and April 30, 2014 (for the 2009 LTIP).

(2) Consists of (i) 2,053,512 shares subject to outstanding performance awards under the 2019 LTIP, inclusive of dividend reinvestments thereon (counted at a 3X multiple assuming maximum performance is achieved under the awards (representing 1,369,008 target awards and dividend reinvestments thereon)), (ii) 2,240,000 shares subject to outstanding stock options and stock appreciation rights under the 2019 LTIP, (iii) 33,886 shares subject to outstanding directors' deferred stock units under the 2019 LTIP, inclusive of dividend reinvestments thereon, (iv) 3,311,745 shares subject to outstanding performance awards under the 2014 LTIP, inclusive of dividend reinvestments thereon (counted at a 3X multiple assuming maximum performance is achieved under the awards (representing 2,304,439 target and confirmed awards and dividend reinvestments thereon)), (v) 1,598,415 shares subject to outstanding stock options under the 2014 LTIP, (vi) 117,680 shares subject to outstanding directors' deferred stock units under the 2014 LTIP, inclusive of dividend reinvestments thereon, (vii) 956,314 shares subject to outstanding stock options under the 2009 LTIP;

and (viii) 22,261 shares subject to outstanding directors' deferred stock units under the 2009 LTIP, inclusive of dividend reinvestments thereon.

(3) The weighted-average exercise price is calculated solely based on outstanding stock options and stock appreciation rights under the 2019 LTIP, 2014 LTIP and the 2009 LTIP and excludes deferred stock units under the 2019 LTIP, 2014 LTIP, and the 2009 LTIP

and performance awards under the 2019 LTIP, 2014 LTIP and 2009 LTIP.

(2) Consists of (i) 1,844,520 shares subject to outstanding performance awards under the 2020 LTIP, inclusive of dividend reinvestments thereon (counted at a 2X multiple assuming maximum performance is achieved under the awards (representing 922,260 target awards and dividend reinvestments thereon)), (ii) 109,966 shares subject to outstanding directors' deferred stock units under the 2020 LTIP, inclusive of dividend reinvestments thereon, (iii) 2,053,512 shares subject to outstanding performance awards under the 2019 LTIP, inclusive of dividend reinvestments thereon (counted at a 1.5X multiple assuming maximum performance is achieved under the awards (representing 1,369,008 target awards and dividend reinvestments thereon)), (iv) 2,240,000 shares subject to outstanding stock options and stock appreciation rights under the 2019 LTIP, (v) 39,439 shares subject to outstanding directors' deferred stock units under the 2019 LTIP, inclusive of dividend reinvestments thereon, (vi) 1,292,969 shares subject to outstanding performance awards under the 2014 LTIP, inclusive of dividend reinvestments thereon (counted at a 2.75X multiple assuming maximum performance is achieved under the awards (representing 470,170 target and confirmed awards and dividend reinvestments thereon)), (vii) 1,487,329 shares subject to outstanding stock options under the 2014 LTIP, (viii) 95,547 shares subject to outstanding directors' deferred stock units under the 2014 LTIP, inclusive of dividend reinvestments thereon, (ix) 866,076 shares subject to outstanding stock options under the 2009 LTIP;

and (x) 17,809 shares subject to outstanding directors' deferred stock units under the 2009 LTIP, inclusive of dividend reinvestments thereon.

The weighted average remaining term of the outstanding stock options and stock appreciation rights was 4.2 years and 8.0 years, respectively, as of December 31, 2021.

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The 2005 DDCP was adopted by the Compensation Committee, effective January 1, 2005.

Neither the original adoption of the plan nor its amendments required approval by the Company's shareholders.

Neither the original adoption of the plan nor its amendments required approval by our shareholders.

The plan allows non-employee directors to defer all or a portion of their directors' fees and retainers.

Amounts deferred are payable on or following retirement from the Company's Board of Directors unless an early payment is authorized after the director suffers an unforeseeable financial emergency.

Amounts deferred are payable on or following retirement from our Board of Directors unless an early payment is authorized after the director suffers an unforeseeable financial emergency.

In addition to deferred directors' fees and retainers, the deferred stock units granted to directors on or after January 1, 2005 under the 2009 LTIP and the 2014 LTIP are administered under this plan.

Certain Relationships and Related Transactions, and Director Independence

Information required by Items 404 and 407(a) of Regulation S-K with respect to related person transactions and director independence is incorporated herein by reference to the sections captioned "Related Person Transactions," "Director Nominees" and "Director Independence" under "Corporate Governance and Board Matters" in the Company's definitive proxy statement relating to the 2021 annual meeting of shareholders, which proxy statement is expected to be filed with the SEC within 120 days after the close of the Company's fiscal year ended December 31, 2020.

Principal Accounting Fees and Services

Information required by Item 9(e) of Schedule 14A is incorporated herein by reference to the section captioned "Audit Matters" in the Company's definitive proxy statement relating to the 2021 annual meeting of shareholders, which proxy statement is expected to be filed with the SEC within 120 days after the close of the Company's fiscal year ended December 31, 2020.

Information required by Items 404 and 407(a) of Regulation S-K with respect to related person transactions and director independence is incorporated herein by reference from our definitive proxy statement relating to the 2022 annual meeting of shareholders, which proxy statement is expected to be filed with the SEC within 120 days after the close of our fiscal year ended December 31, 2021.

Principal Accountant Fees and Services

Information required by Item 9(e) of Schedule 14A is incorporated herein by reference from our definitive proxy statement relating to the 2022 annual meeting of shareholders, which proxy statement is expected to be filed with the SEC within 120 days after the close of our fiscal year ended December 31, 2021.

Exhibits and Financial Statements Schedules

(a) 1 Financial Statements Page

Statements of Consolidated Operations for each of the three years in the period ended December 31, 2020

Statements of Consolidated Comprehensive Income for each of the three years in the period ended December 31, 2020

Consolidated Balance Sheets as of December 31, 2020 and 2019

Statements of Consolidated Cash Flows for each of the three years in the period ended December 31, 2020

Statements of Consolidated Equity for each of the three years in the period ended December 31, 2020

Notes to Consolidated Financial Statements

Statements of Consolidated Operations

Statements of Consolidated Comprehensive Loss

Consolidated Balance Sheets

Statements of Consolidated Cash Flows

Statements of Consolidated Equity

Notes to the Consolidated Financial Statements

2 Financial Statements Schedule

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All other schedules are omitted since the subject matter thereof is either not present or is not present in amounts sufficient to require submission of the schedules.

Exhibits Description Method of Filing

Shareholder and Registration Rights Agreement, dated November 12, 2018, between EQT Corporation and Equitrans Midstream Corporation.

Incorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-3551) filed on November 13, 2018.

Tax Matters Agreement, dated November 12, 2018, between EQT Corporation and Equitrans Midstream Corporation.

Incorporated herein by reference to Exhibit 2.3 to Form 8-K (#001-3551) filed on November 13, 2018.

Exhibit Description Method of Filing

Membership Interest Purchase Agreement, dated May 5, 2021, among Alta Resources Development, LLC, Alta Marcellus Development, LLC, ARD Operating, LLC, EQT Acquisition HoldCo LLC and EQT Corporation.

Incorporated herein by reference to Exhibit 2.1 to Form 8-K (#001-3551) filed on May 7, 2021.

Restated Articles of Incorporation of EQT Corporation (as amended through November 13, 2017).

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Description of Capital Stock.

Incorporated herein by reference to Exhibit 99.1 to Form 8-K (#001-3551) filed on July 15, 2019.

Filed herewith as Exhibit 4.01.

Indenture, dated April 1, 1983, between EQT Corporation (as successor to Equitable Gas Company) and Pittsburgh National Bank, as trustee.

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Incorporated herein by reference to Exhibit 4.01(f) to Form 10-K (#001-3551) for the year ended December 31, 1996.

Resolutions adopted August 19, 1991 by the Ad Hoc Finance Committee of the Board of Directors of Equitable Resources, Inc.

and Addenda Nos.

1 through 27, establishing the terms and provisions of the Series A Medium-Term Notes.

Incorporated herein by reference to Exhibit 4.01(g) to Form 10-K (#001-3551) for the year ended December 31, 1996.

Resolutions adopted July 6, 1992 and February 19, 1993 by the Ad Hoc Finance Committee of the Board of Directors of Equitable Resources, Inc.

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Incorporated herein by reference to Exhibit 4.01(g) to Form 8-K (#001-3551) filed on July 1, 2008.

Exhibit Description Method of Filing

Indenture, dated July 1, 1996, between EQT Corporation (as successor to Equitable Resources, Inc.) and The Bank of New York (as successor to Bank of Montreal Trust Company), as trustee.

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Incorporated herein by reference to Exhibit 4.03(c) to Form 8-K (#001-3551) filed on July 1, 2008.

Fourth Supplemental Indenture, dated November 7, 2011, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which the 4.875% Senior Notes due 2021 were issued.

Incorporated herein by reference to Exhibit 4.2 to Form 8-K (#001-3551) filed on November 7, 2011.

Fifth Supplemental Indenture, dated October 4, 2017, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which the Floating Rate Notes due 2020 were issued.

Incorporated herein by reference to Exhibit 4.3 to Form 8-K (#001-3551) filed on October 4, 2017.

Sixth Supplemental Indenture, dated October 4, 2017, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which the 2.500% Senior Notes due 2020 were issued.

Incorporated herein by reference to Exhibit 4.5 to Form 8-K (#001-3551) filed on October 4, 2017.

Seventh Supplemental Indenture, dated October 4, 2017, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which the 3.000% Senior Notes due 2022 were issued.

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Incorporated herein by reference to Exhibit 4.3 to Form 8-K (#001-3551) filed on November 16, 2020.

Twelfth Supplemental Indenture, dated May 17, 2021, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which the 3.125% Senior Notes due 2026 were issued.

Incorporated herein by reference to Exhibit 4.3 to Form 8-K (#001-3551) filed on May 18, 2021.

Thirteenth Supplemental Indenture, dated May 17, 2021, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which the 3.625% Senior Notes due 2031 were issued.

Incorporated herein by reference to Exhibit 4.4 to Form 8-K (#001-3551) filed on May 18, 2021.

Indenture, dated April 28, 2020, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which the 1.75% Convertible Senior Notes due 2026 were issued.

Incorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-3551) filed on April 29, 2020.

Second Amended and Restated Credit Agreement, dated of July 31, 2017, among EQT Corporation, PNC Bank, National Association, as administrative agent, swing line lender and an L/C issuer and the other lenders party thereto.

Second Amended and Restated Credit Agreement, dated July 31, 2017, among EQT Corporation, PNC Bank, National Association, as administrative agent, swing line lender and an L/C issuer and the other lenders party thereto.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on August 3, 2017.

Term Loan Agreement, dated May 31, 2019, among EQT Corporation, PNC Bank, National Association, as administrative agent, and the other lenders party thereto.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on May 31, 2019.

Extension Agreement and First Amendment to Second Amended and Restated Credit Agreement, dated April 23, 2021, among EQT Corporation, PNC Bank, National Association, as administrative agent, and each lender party thereto.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on April 26, 2021.

Exhibit Description Method of Filing

Gas Gathering and Compression Agreement, dated February 26, 2020, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering OpCo, LLC.

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Incorporated herein by reference to Exhibit 10.01 to Form 10-Q (#001-3551) for the quarter ended September 30, 2020.

Letter Agreement, dated November 1, 2020, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering OpCo, LLC.

Filed herewith as Exhibit 10.03(c).

Purchase Agreement, dated April 23, 2020, among EQT Corporation and J.P.

Morgan Securities LLC, Barclays Capital Inc.

and Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers of the 1.75% Convertible Senior Notes due 2026 named in Schedule 1 attached thereto.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on April 29, 2020.

Letter Agreement, dated November 1, 2020, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering OpCo, LLC, amending that certain Gas Gathering and Compression Agreement, dated February 26, 2020, as amended.

Incorporated herein by reference to Exhibit 10.03(c) to Form 10-K (#001-3551) for the year ended December 31, 2020.

Letter Agreement (Wherry), dated February 2, 2021, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering OpCo, LLC, amending that certain Gas Gathering and Compression Agreement, dated February 26, 2020, as amended.

Incorporated herein by reference to Exhibit 10.01(a) to Form 10-Q (#001-3551) for the quarter ended March 31, 2021.

Letter Agreement (Ealy), dated February 3, 2021, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering OpCo, LLC, amending that certain Gas Gathering and Compression Agreement, dated February 26, 2020, as amended.

Incorporated herein by reference to Exhibit 10.01(b) to Form 10-Q (#001-3551) for the quarter ended March 31, 2021.

Letter Agreement (Oxford 43), dated February 9, 2021, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering OpCo, LLC, and acknowledged and agreed to by Rice Drilling D LLC and EQM Olympus Midstream, LLC, amending that certain Gas Gathering and Compression Agreement, dated February 26, 2020, as amended.

Incorporated herein by reference to Exhibit 10.01(c) to Form 10-Q (#001-3551) for the quarter ended March 31, 2021.

Letter Agreement (JT Farms), dated February 23, 2021, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering OpCo, LLC, amending that certain Gas Gathering and Compression Agreement, dated February 26, 2020, as amended.

Incorporated herein by reference to Exhibit 10.01(d) to Form 10-Q (#001-3551) for the quarter ended March 31, 2021.

Letter Agreement (Ealy North – July), dated July 10, 2021, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering Opco, LLC, amending that certain Gas Gathering and Compression Agreement, dated February 26, 2020, as amended.

Incorporated herein by reference to Exhibit 10.01(a) to Form 10-Q (#001-3551) for the quarter ended September 30, 2021.

Letter Agreement (Ealy North – August), dated August 25, 2021, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering Opco, LLC, amending that certain Gas Gathering and Compression Agreement, dated February 26, 2020, as amended.

Incorporated herein by reference to Exhibit 10.01(b) to Form 10-Q (#001-3551) for the quarter ended September 30, 2021.

Letter Agreement (Throckmorton), dated September 13, 2021, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering Opco, LLC, amending that certain Gas Gathering and Compression Agreement, dated February 26, 2020, as amended.

Incorporated herein by reference to Exhibit 10.01(c) to Form 10-Q (#001-3551) for the quarter ended September 30, 2021.

Second Amendment to Gas Gathering and Compression Agreement, dated December 6, 2021, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering OpCo, LLC.

Filed herewith as Exhibit 10.02(k).

Third Amendment to Gas Gathering and Compression Agreement, dated December 21, 2021 and made effective January 1, 2022, among EQT Corporation, EQT Production Company, Rice Drilling B LLC, EQT Energy, LLC and EQM Gathering OpCo, LLC.

Filed herewith as Exhibit 10.02(l).

Exhibit Description Method of Filing

Shareholder and Registration Rights Agreement, dated November 12, 2018, between EQT Corporation and Equitrans Midstream Corporation.

Incorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-3551) filed on November 13, 2018.

Tax Matters Agreement, dated November 12, 2018, between EQT Corporation and Equitrans Midstream Corporation.

Incorporated herein by reference to Exhibit 2.3 to Form 8-K (#001-3551) filed on November 13, 2018.

Form of Capped Call Confirmation.

Incorporated herein by reference to Exhibit 10.2 to Form 8-K (#001-3551) filed on April 29, 2020.

Purchase Agreement, dated May 10, 2021, among EQT Corporation and BofA Securities, Inc.

Morgan Securities LLC, as representatives of the several initial purchasers named in Schedule 1 thereto.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on May 14, 2021.

Registration Rights Agreement, dated July 21, 2021, among EQT Corporation and certain security holders thereof parties thereto, and Form of Lock-Up Agreement.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on July 22, 2021.

EQT Corporation 2009 Long-Term Incentive Plan (as amended and restated through July 11, 2012).

Incorporated herein by reference to Exhibit 10.2 to Form 10-Q (#001-3551) for the quarter ended June 30, 2012.

Form of Participant Award Agreement (Stock Option) under 2009 Long-Term Incentive Plan (pre-2012 grants).

Incorporated herein by reference to Exhibit 10.01(q) to Form 10-K (#001-3551) for the year ended December 31, 2010.

Form of Amendment to Stock Option Award Agreements.

Incorporated herein by reference to Exhibit 10.3 to Form 10-Q (#001-3551) for the quarter ended June 30, 2011.

Form of Participant Award Agreement (Stock Option) under 2009 Long-Term Incentive Plan (2012 grants).

Incorporated herein by reference to Exhibit 10.02(n) to Form 10-K (#001-3551) for the year ended December 31, 2011.

Form of Participant Award Agreement (Phantom Stock Unit Awards) under 2009 Long-Term Incentive Plan (pre-2013 grants).

Incorporated herein by reference to Exhibit 10.02(b) to Form 10-K (#001-3551) for the year ended December 31, 2012.

Form of Participant Award Agreement (Stock Option) under 2009 Long-Term Incentive Plan (2013 grants).

Incorporated herein by reference to Exhibit 10.02(t) to Form 10-K (#001-3551) for the year ended December 31, 2012.

Form of Participant Award Agreement (Phantom Stock Unit Awards) under 2009 Long-Term Incentive Plan (2013 and 2014 grants).

Incorporated herein by reference to Exhibit 10.02(s) to Form 10-K (#001-3551) for the year ended December 31, 2012.

Form of Participant Award Agreement (Stock Option) under 2009 Long-Term Incentive Plan (2014 grants).

Incorporated herein by reference to Exhibit 10.02(v) to Form 10-K (#001-3551) for the year ended December 31, 2013.

EQT Corporation 2014 Long-Term Incentive Plan.

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Incorporated herein by reference to Exhibit 10.03(b) to Form 10-K (#001-3551) for the year ended December 31, 2014.

Form of Restricted Stock Unit Award Agreement (Standard) under 2014 Long-Term Incentive Plan.

Incorporated herein by reference to Exhibit 10.02(o) to Form 10-K (#001-3551) for the year ended December 31, 2018.

Form of 2018 Value Driver Performance Award Agreement.

Incorporated herein by reference to Exhibit 10.02(s) to Form 10-K (#001-3551) for the year ended December 31, 2018.

Form of 2018 Restricted Stock Units Award Agreement (Standard) under 2014 Long-Term Incentive Plan (2018 grants).

Incorporated herein by reference to Exhibit 10.02(t) to Form 10-K (#001-3551) for the year ended December 31, 2018.

2018 Incentive Performance Share Unit Program.

Incorporated herein by reference to Exhibit 10.02(t) to Form 10-K (#001-3551) for the year ended December 31, 2017.

Form of Participant Award Agreement under 2018 Incentive Performance Share Unit Program (executive officers).

Incorporated herein by reference to Exhibit 10.02(u) to Form 10-K (#001-3551) for the year ended December 31, 2017.

Form of Participant Award Agreement under 2018 Incentive Performance Share Unit Program.

Incorporated herein by reference to Exhibit 10.02(w) to Form 10-K (#001-3551) for the year ended December 31, 2018.

Form of 2018 Restricted Stock Unit Award Agreement (Transaction).

Incorporated herein by reference to Exhibit 10.02(y) to Form 10-K (#001-3551) for the year ended December 31, 2018.

Form of Participant Award Agreement (Stock Option) under 2014 Long-Term Incentive Plan (2019 grants).

Incorporated herein by reference to Exhibit 10.02(z) to Form 10-K (#001-3551) for the year ended December 31, 2018.

Form of Restricted Stock Award Agreement (Standard) under 2014 Long-Term Incentive Plan (2019 grants).

Incorporated herein by reference to Exhibit 10.02(aa) to Form 10-K (#001-3551) for the year ended December 31, 2018.

2019 Incentive Performance Share Unit Program.

Incorporated herein by reference to Exhibit 10.02(bb) to Form 10-K (#001-3551) for the year ended December 31, 2018.

Form of Participant Award Agreement under 2019 Incentive Performance Share Unit Program.

Incorporated herein by reference to Exhibit 10.02(cc) to Form 10-K (#001-3551) for the year ended December 31, 2018.

Rice Energy Inc.

2014 Long-Term Incentive Plan (as amended and restated May 9, 2014).

Incorporated herein by reference to Exhibit 10.3 to Rice Energy Inc.'s Form 10-Q (#001-36273) for the quarter ended June 30, 2014.

EQT Corporation 2019 Long-Term Incentive Plan.

8 unchanged sentences

Incorporated herein by reference to Exhibit 10.06(f) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Form of Participant Award Agreement (Stock Option) under 2019 Long-Term Incentive Plan.

Incorporated herein by reference to Exhibit 10.06(g) to Form 10-K (#001-3551) for the year ended December 31, 2019.

EQT Corporation 2020 Long-Term Incentive Plan.

1 unchanged sentence

Form of Restricted Stock Unit Award Agreement (Standard).

Filed herewith as 10.10(a).

Incorporated herein by reference to Exhibit 10.10(a) to Form 10-K (#001-3551) for the year ended December 31, 2020.

Exhibit Description Method of Filing

Form of Restricted Stock Unit Award Agreement (Non-Employee Directors).

3 unchanged sentences

Form of Incentive Performance Share Unit Program.

Filed herewith as 10.12(a).

Incorporated herein by reference to Exhibit 10.12(a) to Form 10-K (#001-3551) for the year ended December 31, 2020.

Form of Participant Award Agreement under Incentive Performance Share Unit Program.

Filed herewith as 10.12(b).

Incorporated herein by reference to Exhibit 10.12(b) to Form 10-K (#001-3551) for the year ended December 31, 2020.

Form of Participant Award Agreement (Stock Option).

2 unchanged sentences

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on May 20, 2020.

EQT Corporation Employee Savings Plan.

Incorporated herein by reference to Exhibit 4.1 to Form S-8 (#333-230970) filed on April 22, 2019.

Form of Restricted Stock Unit Agreement (Directors) for Rice Energy Inc.

Incorporated herein by reference to Exhibit 10.19 to Rice Energy Inc.'s Amendment No.

2 to Form S-1 Registration Statement (#333-192894) filed on January 8, 2014.

1999 Non-Employee Directors' Stock Incentive Plan (as amended and restated December 3, 2008).

Incorporated herein by reference to Exhibit 10.02(a) to Form 10-K (#001-3551) for the year ended December 31, 2008.

Form of Participant Award Agreement (Phantom Stock Unit Awards) under 1999 Non-Employee Directors' Stock Incentive Plan.

Incorporated herein by reference to Exhibit 10.04(c) to Form 10-K (#001-3551) for the year ended December 31, 2006.

2005 Directors' Deferred Compensation Plan (as amended and restated December 3, 2014).

2 unchanged sentences

Incorporated herein by reference to Exhibit 10.5 to Form 10-Q (#001-3551) for the quarter ended September 30, 2018.

2005 Directors' Deferred Compensation Plan (as amended and restated December 3, 2014).

Incorporated herein by reference to Exhibit 10.09 to Form 10-K (#001-3551) for the year ended December 31, 2014.

Amendment to 2005 Directors' Deferred Compensation Plan (as amended October 2, 2018).

Incorporated herein by reference to Exhibit 10.5 to Form 10-Q (#001-3551) for the quarter ended September 30, 2018.

Form of Indemnification Agreement between EQT Corporation and executive officers and outside directors.

2 unchanged sentences

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on November 17, 2017.

Offer Letter, dated January 13, 2020, between EQT Corporation and Kyle Derham.

Incorporated herein by reference to Exhibit 10.27(a) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Services Agreement, dated January 13, 2020, between EQT Corporation and Kyle Derham.

Incorporated herein by reference to Exhibit 10.27(b) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Offer Letter, dated December 18, 2019, between EQT Corporation and David M.

4 unchanged sentences

Incorporated herein by reference to Exhibit 10.29(a) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Confidentiality, Non-Solicitation and Non-Competition Agreement, dated January 6, 2020, between EQT Corporation and William E.

Incorporated herein by reference to Exhibit 10.29(b) to Form 10-K (#001-3551) for the year ended December 31, 2019.

Offer Letter, dated July 18, 2019, between EQT Corporation and Richard Anthony Duran.

18 unchanged sentences

Furnished herewith as Exhibit 32.

Exhibit Description Method of Filing

Independent Petroleum Engineers' Audit Report.

4 unchanged sentences

Formatted as Inline XBRL and contained in Exhibit 101.

Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk (*)

We agree to furnish to the SEC, upon request, copies of instruments with respect to long-term debt that have not previously been filed.

*Management contract or compensatory arrangement.

**Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) and/or Item 601(b)(10(iv)), as applicable, of Regulation S-K.

EQT Corporation agrees to furnish an unredacted, supplemental copy (including any omitted schedule or attachment) to the SEC upon request.

Redactions and omissions are designated with brackets containing asterisks.

Certain instruments evidencing long-term debt have not been filed as exhibits hereto because none of the debt authorized under any such instruments exceeds 10% of the Company's total assets.

EQT Corporation agrees to furnish to the SEC, upon request, a copy of any such instruments.

Form 10-K Summary

16 unchanged sentences

CARRIG Director February 10, 2022

HU Director February 10, 2022

/s/ KATHRYN J.

5 unchanged sentences

RICE IV Director February 10, 2022

/s/ STEPHEN A.

THORINGTON Director February 17, 2021

/s/ HALLIE A.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures