UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 4, 2026, the Management Development and Compensation Committee (the “Compensation Committee”) of the Board of Directors of EQT Corporation (the “Company”) approved the EQT Corporation 2026 Short-Term Incentive Plan (the “2026 STIP”), to provide the terms of annual bonus opportunities to be granted to the Company’s executive officers and other participating employees. The purposes of the 2026 STIP are to maintain a competitive level of total cash compensation and to align the interests of the Company’s executives and other employees with those of the Company’s shareholders and with the strategic objectives of the Company.
The 2026 STIP provides the Company’s executive officers and other participating employees with an opportunity to earn cash incentive compensation based upon the achievement of performance goals over a specified performance period. All of the Company’s executive officers and certain other employees designated as eligible employees from time to time are eligible to participate in the 2026 STIP.
The terms of the 2026 STIP are substantially the same as the terms of the EQT Corporation 2025 Short-Term Incentive Plan (the “2025 STIP”). The performance measures on which awards under the 2026 STIP will be granted are substantially the same as the performance measures of the 2025 STIP, which include: (i) free cash flow per share; (ii) total capital expenditures; (iii) cash operating costs; (iv) environmental, health and safety intensity; and (v) natural gas production. Payment of incentive awards under the 2026 STIP is dependent upon achievement of defined goals for each performance metric; however, the Compensation Committee retains the discretion to increase, reduce or eliminate any incentive award that becomes payable under the 2026 STIP.
Awards under the 2026 STIP will be granted for services provided in calendar year 2026 and will be payable in 2027. Incentive awards under the 2026 STIP are paid in cash within two and one-half months following the end of calendar year 2026 and after the Compensation Committee has determined and certified the level of performance achieved and the incentive awards earned. The Compensation Committee may, in its discretion, determine to satisfy an obligation for all or any part of an incentive award by issuing shares of the Company’s common stock equal in value to the cash payment otherwise due. Such shares, if any, would be issued under the EQT Corporation 2020 Long-Term Incentive Plan (the “2020 LTIP”) or other source as determined by the Compensation Committee, in its discretion, or any successor plan.
In the event of a change of control of the Company, as defined under the 2020 LTIP or its successor plan, the period for which performance is measured will automatically end on the date of the change of control and the performance goals will be deemed to have been achieved for the pro-rata portion of the performance period that elapsed through the date of the change of control at target levels. In such event, incentive awards are paid to participants on a pro-rata basis within the time period specified above, subject to the Compensation Committee’s overall discretion.
The foregoing description of the 2026 STIP does not purport to be complete and is qualified in its entirety by reference to the form of EQT Corporation Short-Term Incentive Plan, which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 4, 2020 and is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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EQT CORPORATION | ||
| Date: February 9, 2026 | By: | /s/ William E. Jordan |
| Name: | William E. Jordan | |
| Title: | Chief Legal and Policy Officer | |