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Item 9A. Controls and Procedures

2026-02-18 compared with 2025-02-19 · 46 added, 74 removed, 262 unchanged (31% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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.

Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, an evaluation of the effectiveness 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.

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Based on this assessment, our management concluded that we maintained effective internal control over financial reporting as of December 31, 2025.

Management's assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of the entities acquired in the Equitrans Midstream Merger on July 22, 2024.

Equitrans Midstream's total assets represented approximately 25% of our total assets at December 31, 2024, and Equitrans Midstream's total operating revenues represented approximately 5% of our total operating revenues for the year ended December 31, 2024.

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.

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Changes in Internal Control over Financial Reporting

As noted under "Management's Report on Internal Control over Financial Reporting," our management's assessment of, and conclusion on, the effectiveness of internal control over financial reporting did not include the internal controls of the entities acquired in the Equitrans Midstream Merger on July 22, 2024.

Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company.

We are in the process of integrating our and Equitrans Midstream's internal controls over financial reporting.

As a result of these integration activities, certain controls will be evaluated and may be changed.

Except as noted above, there were no changes in our 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 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our 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 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

During the three months ended December 31, 2024, none of our directors or "officers" (as such term is defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408(a) of Regulation S-K).

During the fourth quarter of 2025, none of our directors or "officers" (as such term is defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as each term is defined in Item 408(a) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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• 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.

• Information required by Item 405 of Regulation S-K with respect to non-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 our separately-designated standing Audit Committee and the members of the Audit Committee;

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

• Information required by Item 408(b) of Regulation S-K with respect to our insider trading policy.

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 18, 2026)."

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 "Investors" link on the main page, followed by the "Governance" heading, then the "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.

Our code of business conduct and ethics is posted on our website https://www.eqt.com (accessible by clicking on the "Investors" link on the main page, followed by the "Governance" heading, then the "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.

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Equity Compensation Plan Information

The following table and related footnotes provide information as of December 31, 2024 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), 2009 Long-Term Incentive Plan (2009 LTIP), 2008 Employee Stock Purchase Plan (2008 ESPP), and 2005 Directors' Deferred Compensation Plan (2005 DDCP):

The following table and related footnotes provide information as of December 31, 2025 with respect to shares of EQT 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), 2009 Long-Term Incentive Plan (2009 LTIP), 2025 Employee Stock Purchase Plan (2025 ESPP), 2008 Employee Stock Purchase Plan (2008 ESPP), and 2005 Directors' Deferred Compensation Plan (2005 DDCP):

Plan Category Number Of Securities

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Total 3,685,706 $ 11.11 15,560,780

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

(1) Consists of the 2020 LTIP, 2019 LTIP, 2014 LTIP, 2009 LTIP, the 2025 ESPP and the 2008 ESPP.

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

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The weighted average remaining term of the outstanding stock options was 1.3 years as of December 31, 2025.

(4) Consists of (i) 18,383,332 shares available for future issuance under the 2020 LTIP and (ii) 105,124 shares available for future issuance under the 2008 ESPP.

As of December 31, 2024, no shares were subject to purchase under the 2008 ESPP.

(4) Consists of (i) 14,467,559 shares available for future issuance under the 2020 LTIP and (ii) 1,000,000 shares available for future issuance under the 2025 ESPP in which the first purchase commenced in January 2026.

(5) Consists of the 2005 DDCP, which is described below, and the legacy Equitrans Midstream Corporation Directors Deferred Compensation Plan (the Equitrans DDCP).

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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 2025 annual meeting of shareholders, which proxy statement is expected to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024.

Information required by Item 9(e) of Schedule 14A with respect to our principal accountant's fees and services is incorporated herein by reference from our definitive proxy statement relating to the 2026 annual meeting of shareholders, which proxy statement is expected to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2025.

Exhibits and Financial Statements Schedules

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Incorporated herein by reference to Exhibit 2.1 to Form 8-K (#001-3551) filed on March 11, 2024.

Contribution Agreement, dated November 22, 2024, among PipeBox LLC, EQM Midstream Partners, LP, EQM Gathering OpCo, LLC, MVP HoldCo, LLC and Pibb Member LLC.

Incorporated herein by reference to Exhibit 2.1 to Form 8-K (#001-3551) filed on November 26, 2024.

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

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Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on July 18, 2024.

Amended and Restated Bylaws of EQT Corporation (as amended through December 12, 2023).

Incorporated herein by reference to Exhibit 3.2 to Form 8-K (#001-3551) filed on December 12, 2023.

Amendment to Amended and Restated Bylaws of EQT Corporation (effective July 18, 2024).

Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on July 22, 2024.

Amended and Restated Bylaws of EQT Corporation (as amended through October 16, 2025).

Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on October 20, 2025.

Description of Capital Stock.

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Incorporated herein by reference to Exhibit 4.3 to Form 8-K (#001-3551) filed on January 19, 2024.

Indenture, dated August 1, 2014, among EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP), as issuer, the subsidiaries of EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee.

Incorporated herein by reference to Exhibit 4.1 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on August 1, 2014.

Fourth Supplemental Indenture, dated June 25, 2018, between EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) and The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to which EQM Midstream Partners, LP’s 5.500% Senior Notes due 2028 were issued.

Incorporated herein by reference to Exhibit 4.4 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on June 25, 2018.

Fifth Supplemental Indenture, dated June 25, 2018, between EQM Midstream Partners, LP (formerly known as EQT Midstream Partners, LP) and The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to which EQM Midstream Partners, LP’s 6.500% Senior Notes due 2048 were issued.

Incorporated herein by reference to Exhibit 4.6 to EQM Midstream Partners, LP's Form 8-K (#001-35574) filed on June 25, 2018.

Sixth Supplemental Indenture, dated December 30, 2024, between EQM Midstream Partners, LP and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to EQM Midstream Partners, LP's 5.500% Senior Notes due 2028 and 6.500% Senior Notes due 2048.

Incorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-3551) filed on December 31, 2024.

Nineteenth Supplemental Indenture, dated as of April 2, 2025, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which EQT Corporation's 6.500% Senior Notes due 2027 were issued.

Incorporated herein by reference to Exhibit 4.5 to Form 8-K (#001-3551) filed on April 3, 2025.

Twentieth Supplemental Indenture, dated as of April 2, 2025, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which EQT Corporation's 5.500% Senior Notes due 2028 were issued.

Incorporated herein by reference to Exhibit 4.7 to Form 8-K (#001-3551) filed on April 3, 2025.

Twenty-First Supplemental Indenture, dated as of April 2, 2025, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which EQT Corporation's 4.50% Senior Notes due 2029 were issued.

Incorporated herein by reference to Exhibit 4.9 to Form 8-K (#001-3551) filed on April 3, 2025.

Twenty-Second Supplemental Indenture, dated as of April 2, 2025, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which EQT Corporation's 6.375% Senior Notes due 2029 were issued.

Incorporated herein by reference to Exhibit 4.11 to Form 8-K (#001-3551) filed on April 3, 2025.

Twenty-Third Supplemental Indenture, dated as of April 2, 2025, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which EQT Corporation's 7.500% Senior Notes due 2030 were issued.

Incorporated herein by reference to Exhibit 4.13 to Form 8-K (#001-3551) filed on April 3, 2025.

Exhibit Description Method of Filing

Indenture, dated June 18, 2020, between EQM Midstream Partners, LP and The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to which EQM Midstream Partners, LP’s 6.000% Senior Notes due 2025 and 6.500% Senior Notes due 2027 were issued.

Incorporated herein by reference to Exhibit 4.1 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on June 18, 2020.

Indenture, dated January 8, 2021, between EQM Midstream Partners, LP and The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to which EQM Midstream Partners, LP’s 4.50% Senior Notes due 2029 and 4.75% Senior Notes due 2031 were issued.

Incorporated herein by reference to Exhibit 4.1 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on January 8, 2021.

Indenture, dated June 7, 2022, between EQM Midstream Partners, LP and U.S.

Bank Trust Company, National Association, as trustee, pursuant to which EQM Midstream Partners, LP’s 7.500% Senior Notes due 2027 and 7.500% Senior Notes due 2030 were issued.

Incorporated herein by reference to Exhibit 4.1 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on June 7, 2022.

Indenture, dated February 26, 2024, between EQM Midstream Partners, LP and U.S.

Bank Trust Company, National Association, as trustee, pursuant to which EQM Midstream Partners, LP’s 6.375% Senior Notes due 2029 were issued.

Incorporated herein by reference to Exhibit 4.1 to Equitrans Midstream Corporation’s Form 8-K (#001-38629) filed on February 26, 2024.

Twenty-Fourth Supplemental Indenture, dated as of April 2, 2025, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which EQT Corporation's 4.75% Senior Notes due 2031 were issued.

Incorporated herein by reference to Exhibit 4.15 to Form 8-K (#001-3551) filed on April 3, 2025.

Twenty-Fifth Supplemental Indenture, dated as of April 2, 2025, between EQT Corporation and The Bank of New York Mellon, as trustee, pursuant to which EQT Corporation's 6.500% Senior Notes due 2048 were issued.

Incorporated herein by reference to Exhibit 4.17 to Form 8-K (#001-3551) filed on April 3, 2025.

Fourth Amended and Restated Credit Agreement, dated July 22, 2024, among EQT Corporation, PNC Bank, National Association, as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto.

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Third Amended and Restated Limited Liability Company Agreement of Mountain Valley Pipeline, LLC, dated April 6, 2018, by and among MVP Holdco, LLC, US Marcellus Gas Infrastructure, LLC, WGL Midstream MVP LLC (formerly WGL Midstream, Inc.), Con Edison Gas Pipeline and Storage, LLC, RGC Midstream, LLC and Mountain Valley Pipeline, LLC.

Specific items in this exhibit have been redacted, as marked by three asterisks [***], because confidential treatment for those items has been granted by the SEC.

The redacted material has been separately filed with the SEC.

Incorporated herein by reference to Exhibit 10.1 to EQM Midstream Partners, LP's Form 10-Q/A (#001-35574) for the quarter ended March 31, 2018.

First Amendment to Third Amended and Restated Limited Liability Company Agreement of Mountain Valley Pipeline, LLC, dated February 5, 2020, by and among MVP Holdco, LLC, US Marcellus Gas Infrastructure, LLC, WGL Midstream MVP LLC (formerly WGL Midstream, Inc.), Con Edison Gas Pipeline and Storage, LLC, RGC Midstream, LLC and Mountain Valley Pipeline, LLC.

First Amendment to Third Amended and Restated Limited Liability Company Agreement of Mountain Valley Pipeline, LLC, dated April 6, 2018, adopted, executed and agreed as of February 5, 2020.

Incorporated herein by reference to Exhibit 10.21(b) to Equitrans Midstream Corporation's Form 10-K (#001-38629) for the year ended December 31, 2019.

Contribution Agreement, dated November 22, 2024, among PipeBox LLC, EQM Midstream Partners, LP, EQM Gathering OpCo, LLC, MVP HoldCo, LLC and Pibb Member LLC.

Incorporated herein by reference to Exhibit 2.1 to Form 8-K (#001-3551) filed on November 26, 2024.

Second Amendment to Third Amended and Restated Limited Liability Company Agreement of Mountain Valley Pipeline, LLC, dated April 6, 2018, adopted, executed and agreed as of November 1, 2025.

Filed herewith as Exhibit 10.02(c).

Amended and Restated Limited Liability Company Agreement of PipeBox LLC, dated December 30, 2024.

Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on December 31, 2024.

Credit Agreement, dated December 27, 2024, between EQM Midstream Partners, LP and Royal Bank of Canada, as administrative agent and lender.

Incorporated herein by reference to Exhibit 10.2 to Form 8-K (#001-3551) filed on December 31, 2024.

Guaranty, dated as of December 27, 2024, by EQT Corporation in favor of Royal Bank of Canada as administrative agent under the Credit Agreement, dated as of December 27, 2024, between EQM Midstream Partners, LP and Royal Bank of Canada.

Incorporated herein by reference to Exhibit 10.3 to Form 8-K (#001-3551) filed on December 31, 2024.

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.

First Amendment to the Amended and Restated Limited Liability Company Agreement of PipeBox LLC, dated January 16, 2026.

Filed herewith as Exhibit 10.03(b).

Registration Rights Agreement, dated July 1, 2025, by and among EQT Corporation and certain security holders thereof party thereto, including Olympus Energy Holdings LLC, HNP Holdco LP and HNP Holdco II LLC.

Incorporated herein by reference to Exhibit 4.3 to Form S-3ASR Registration Statement (333-288464) filed on July 2, 2025.

Equitrans Midstream Corporation Amended and Restated Directors' Deferred Compensation Plan.

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Form of Equitrans Midstream Corporation Director Participant Award Agreement Incorporated herein by reference to Exhibit 10.10 to Equitrans Midstream Corporation’s Form 10-Q (#001-38629) for the quarter ended March 31, 2019.

Exhibit Description Method of Filing

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

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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 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.

Exhibit Description Method of Filing

EQT Corporation 2019 Long-Term Incentive Plan.

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

Form of Incentive Performance Share Unit Program under 2019 Long-Term Incentive Plan.

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

Form of Participant Award Agreement under 2020 Incentive Performance Share Unit Program.

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

Form of Stock Appreciation Rights Award Agreement under 2019 Long-Term Incentive Plan.

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.

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Incorporated herein by reference to Exhibit 10.3 to Form 8-K (#001-3551) filed on July 22, 2024.

Form of Restricted Stock Unit Award Agreement (Standard).

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

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

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

Exhibit Description Method of Filing

Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated November 13, 2018, between Equitrans Midstream Corporation and Thomas F.

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

Exhibit Description Method of Filing

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

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Incorporated herein by reference to Exhibit 10.31(a) to Form 10-K (#001-3551) for the year ended December 31, 2019.

EQT Corporation Insider Trading Policy Filed herewith as Exhibit 19.

EQT Corporation Insider Trading Policy Incorporated herein by reference to Exhibit 19 to Form 10-K (#001-3551) for the year ended December 31, 2024.

Schedule of Subsidiaries.

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Filed herewith as Exhibit 101.

104 Cover Page Interactive Data File.

Formatted as Inline XBRL and contained in Exhibit 101.

*Management contract or compensatory arrangement.

Exhibit Description Method of Filing

104 Cover Page Interactive Data File Formatted as Inline XBRL and contained in Exhibit 101.

*Management contract or compensatory plan or 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.

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BAILEY Director February 18, 2026

BEEBE Chair February 19, 2025

CANAAN Director February 18, 2026

CARRIG Director February 19, 2025

HU Director February 18, 2026

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/s/ THOMAS F.

KARAM Director February 19, 2025

KARAM Chair February 18, 2026

MCCARTNEY Director February 18, 2026

MCMANUS II Director February 19, 2025

POWERS Director February 19, 2025

/s/ DANIEL J.

RICE IV Director February 18, 2026

/s/ ROBERT E.

/s/ ROBERT F.

VAGT Director February 18, 2026

2 unchanged sentences

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