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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): February 4, 2026
EQT CORPORATION
(Exact name of registrant as specified in
its charter)
| Pennsylvania |
|
001-3551 |
|
25-0464690 |
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
625 Liberty Avenue, Suite 1700,
Pittsburgh, Pennsylvania 15222
(Address of principal executive offices,
including zip code)
(412) 553-5700
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, no par value |
|
EQT |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| 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.
| |
EQT CORPORATION
|
| |
|
|
| Date: February 9, 2026 |
By: |
/s/ William E. Jordan |
| |
Name: |
William E. Jordan |
| |
Title: |
Chief Legal and Policy Officer |