EQT CorpEQT
EQT Corp Stock Compensation Disclosure
Share-Based Compensation Plans
The following table summarizes the Company's share-based compensation expense.
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| (Thousands) | |||||||||||||||||
| Incentive Performance Share Unit Programs | $ | 14,505 | $ | 20,919 | $ | 23,915 | |||||||||||
| Restricted stock awards | 41,310 | 25,473 | 20,119 | ||||||||||||||
| Stock appreciation rights | — | — | 4,056 | ||||||||||||||
| Other programs, including non-employee director awards | 3,784 | 3,596 | 3,110 | ||||||||||||||
| Total share-based compensation expense (a) | $ | 59,599 | $ | 49,988 | $ | 51,200 | |||||||||||
(a)For the years ended December 31, 2025, 2024 and 2023, share-based compensation expense of $2.7 million, $105.4 million and $3.6 million, respectively, was included in other operating expenses. Share-based compensation expense for 2024 related primarily to the Equitrans Midstream Merger.
The Company typically elects to fund awards paid in stock through stock acquired by the Company in the open market or from any other person, issued directly by the Company or any combination of the foregoing.
There was no cash received from exercises under all share-based payment arrangements for employees and directors for the years ended December 31, 2025 and 2023. Cash received from exercises under all share-based payment arrangements for employees and directors for the year ended December 31, 2024 was $5.1 million. During the years ended December 31, 2025, 2024 and 2023, share-based payment arrangements paid in stock generated tax benefits of $12.3 million, $7.7 million and $16.5 million, respectively. Cash paid for taxes related to net settlement of share-based incentive awards for the years ended December 31, 2025, 2024 and 2023 were $54.2 million, $102.9 million and $41.8 million, respectively.
Incentive Performance Share Unit Programs
The Management Development and Compensation Committee of the Company's Board of Directors (the Compensation Committee) has adopted the following programs under each respective Long-Term Incentive Plan (LTIP):
•2021 Incentive Performance Share Unit Program (2021 Incentive PSU Program) under the 2020 LTIP;
•2022 Incentive Performance Share Unit Program (2022 Incentive PSU Program) under the 2020 LTIP;
•2023 Incentive Performance Share Unit Program (2023 Incentive PSU Program) under the 2020 LTIP;
•2024 Incentive Performance Share Unit Program (2024 Incentive PSU Program) under the 2020 LTIP; and
•2025 Incentive Performance Share Unit Program (2025 Incentive PSU Program) under the 2020 LTIP.
The programs noted above are collectively referred to as the Incentive PSU Programs and all granted equity awards.
The Incentive PSU Programs were established to provide long-term incentive opportunities to executives and key employees to further align their interests with those of the Company's shareholders and with the strategic objectives of the Company. The performance period for each of the awards under the Incentive PSU Programs is 36 months, with vesting occurring upon payment following the expiration of the performance period.
Executive performance incentive program awards granted in year 2021 are earned based on:
•the level of absolute total shareholder return and total shareholder return relative to a predefined peer group.
Executive performance incentive program awards granted in year 2022 are earned based on:
•the level of absolute total shareholder return and total shareholder return relative to a predefined peer group; and
•the Company's performance in achieving its 2025 net zero Scopes 1 and 2 emissions target.
Executive performance incentive program awards granted in years 2023, 2024, and 2025 are earned based on:
•the level of absolute total shareholder return and total shareholder return relative to a predefined peer group.
The 2021 Incentive PSU Program, 2023 Incentive PSU Program, 2024 Incentive PSU Program, and 2025 Incentive PSU Program have a payout factor that ranges from zero to 200% and the 2022 Incentive PSU Program has a payout factor that ranges from zero to 220% (which includes the Company's performance in achieving its 2025 net zero Scopes 1 and 2 emissions target). The Company recorded the 2021 Incentive PSU Program, 2022 Incentive PSU Program, 2023 Incentive PSU Program, 2024 Incentive PSU Program, and 2025 Incentive PSU Program as equity awards using a grant date fair value determined through a Monte Carlo simulation, which projected the share price for the Company and its peers at the end point of the performance period. The expected share prices were generated using each company's annual volatility for the expected term and the commensurate three-year risk-free rate shown in the chart below. As the Incentive PSU Programs include a performance condition that affects the number of shares that will ultimately vest, the Monte Carlo simulation computed the grant date fair value for each possible performance condition outcome on the grant date. The Company reevaluates the then-probable outcome at the end of each reporting period to record expense at the probable outcome grant date fair value as applicable. Vesting of the units under each Incentive PSU Program occurs upon payment after the end of the performance period.
The following table summarizes Incentive PSU Programs to be settled in stock and classified as equity awards.
| Incentive PSU Programs – Equity Settled | Nonvested Shares | Weighted Average Fair Value | Aggregate Fair Value | |||||||||||||||||
Outstanding at January 1, 2023 | 2,861,990 | $ | 16.66 | $ | 47,674,881 | |||||||||||||||
| Granted in Period | 404,790 | 38.79 | 15,701,804 | |||||||||||||||||
| Granted from Multiplier | 409,383 | 6.56 | 2,685,552 | |||||||||||||||||
| Vested | (1,773,994) | 6.56 | (11,637,401) | |||||||||||||||||
| Forfeited | (70,616) | 37.59 | (2,654,455) | |||||||||||||||||
Outstanding at December 31, 2023 | 1,831,553 | 28.27 | 51,770,381 | |||||||||||||||||
| Granted in Period | 371,500 | 40.08 | 14,889,720 | |||||||||||||||||
| Granted from Multiplier | 451,805 | 23.55 | 10,640,008 | |||||||||||||||||
| Vested | (1,355,415) | 23.55 | (31,920,023) | |||||||||||||||||
| Forfeited | (7,092) | 45.94 | (325,806) | |||||||||||||||||
Outstanding at December 31, 2024 | 1,292,351 | 34.86 | 45,054,280 | |||||||||||||||||
| Granted in Period | 377,570 | 74.14 | 27,993,040 | |||||||||||||||||
| Granted from Multiplier | 649,020 | 75.32 | 48,884,186 | |||||||||||||||||
| Vested | (1,213,385) | 75.32 | (91,392,158) | |||||||||||||||||
| Forfeited | (66,009) | 54.23 | (3,579,668) | |||||||||||||||||
Outstanding at December 31, 2025 | 1,039,547 | $ | 25.93 | $ | 26,959,680 | |||||||||||||||
Total capitalized compensation costs related to the Incentive PSU Programs for the years ended December 31, 2025, 2024 and 2023 were $0.9 million, $0.5 million and $0.6 million, respectively. As of December 31, 2025, unrecognized compensation cost (assuming no changes to the performance condition achievement level) related to the 2025 Incentive PSU Program and 2024 Incentive PSU Program of $18.0 million and $4.6 million, respectively, was expected to be recognized over the remainder of the performance periods.
Fair value is estimated using a Monte Carlo simulation valuation method with the following weighted average assumptions at grant date:
| Incentive PSU Programs Issued During the Years Ended December 31, | |||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 (a) | 2022 | 2021 (a) | |||||||||||||||||||||||||
| Risk-free rate | 4.22% | 4.35% | 4.16% | 1.52% | 0.18% | ||||||||||||||||||||||||
| Volatility factor | 43.15% | 48.82% | 59.31% | 65.38% | 72.50% | ||||||||||||||||||||||||
| Expected term | 3 years | 3 years | 3 years | 3 years | 3 years | ||||||||||||||||||||||||
(a)There were two grant dates for the 2023 Incentive PSU Program and the 2021 Incentive PSU Program. Amounts shown represent weighted average.
Dividends paid from the beginning of the performance period will be cumulatively added as additional shares of common stock; therefore, dividend yield is not applicable.
Restricted Stock Unit Awards
The Company granted 1,720,700, 982,990 and 953,270 restricted stock unit equity awards to employees of the Company during the years ended December 31, 2025, 2024 and 2023, respectively. Awards are subject to a three-year graded vesting schedule commencing with the date of grant, assuming continued service through each vesting date. For the years ended December 31, 2025, 2024 and 2023, the weighted average fair value of these restricted stock unit grants, based on the grant date fair value of EQT common stock, was approximately $52.80, $34.54 and $31.88, respectively.
The total fair value of restricted stock unit equity awards vested during the years ended December 31, 2025, 2024 and 2023 was $45.5 million, $155.5 million and $23.5 million, respectively. Total capitalized compensation costs related to the restricted stock unit equity awards was $19.4 million, $9.6 million and $5.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.
As of December 31, 2025, $66.2 million of unrecognized compensation cost related to nonvested restricted stock unit equity awards was expected to be recognized over a remaining weighted average vesting term of approximately 1.0 year.
The following table summarizes restricted stock unit equity award activity as of December 31, 2025.
| Restricted Stock – Equity Settled | Nonvested Shares | Weighted Average Fair Value | Aggregate Fair Value | |||||||||||||||||
Outstanding at January 1, 2023 | 2,926,945 | $ | 16.67 | $ | 48,792,574 | |||||||||||||||
| Granted | 953,270 | 31.88 | 30,389,954 | |||||||||||||||||
| Vested | (1,544,968) | 15.20 | (23,482,927) | |||||||||||||||||
| Forfeited | (117,445) | 24.52 | (2,879,751) | |||||||||||||||||
Outstanding at December 31, 2023 | 2,217,802 | 23.82 | 52,819,850 | |||||||||||||||||
| Granted | 982,990 | 34.54 | 33,950,507 | |||||||||||||||||
| Vested | (4,861,796) | 31.98 | (155,480,899) | |||||||||||||||||
| Conversion of Equitrans Midstream awards (a) | 5,175,814 | 35.88 | 185,708,206 | |||||||||||||||||
| Forfeited | (90,641) | 31.92 | (2,893,279) | |||||||||||||||||
Outstanding at December 31, 2024 | 3,424,169 | 33.32 | 114,104,385 | |||||||||||||||||
| Granted | 1,720,700 | 52.80 | 90,858,021 | |||||||||||||||||
| Vested | (1,458,200) | 31.22 | (45,519,859) | |||||||||||||||||
| Forfeited | (140,937) | 35.00 | (4,933,212) | |||||||||||||||||
Outstanding at December 31, 2025 | 3,545,732 | $ | 43.58 | $ | 154,509,335 | |||||||||||||||
(a)In conjunction with the Equitrans Midstream Merger, the Company assumed all outstanding and unvested share-based compensation awards of Equitrans Midstream and converted those awards into restricted stock equity awards.
Non-Qualified Stock Options
The fair value of the Company's option grants was estimated at the grant date using a Black-Scholes option-pricing model with the assumptions indicated in the table below for the year ended December 31, 2020. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the date of grant. The dividend yield is based on the dividend yield of EQT common stock at the time of grant. Expected volatilities are based on historical volatility of EQT common stock. The expected term represents the period of time that options granted are expected to be outstanding based on historical option exercise experience. There were no stock options granted in 2025, 2024 and 2023.
| Year Ended December 31, 2020 | |||||
| Risk-free interest rate | 1.10 | % | |||
| Dividend yield | — | % | |||
| Volatility factor | 60.00 | % | |||
| Expected term | 4 years | ||||
| Number of Options Granted | 1,000,000 | ||||
| Weighted Average Grant Date Fair Value | $ | 1.61 | |||
The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $2.7 million, $0.7 million and $1.4 million, respectively.
The following table summarizes option activity as of December 31, 2025.
| Non-Qualified Stock Options | Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||||||||||||||||||
| Outstanding at January 1, 2025 | 1,195,336 | $ | 12.14 | |||||||||||||||||||||||
| Exercised | (95,874) | 23.93 | ||||||||||||||||||||||||
| Outstanding and Exercisable at December 31, 2025 | 1,099,462 | $ | 11.11 | 1.3 years | $ | 46,713,420 | ||||||||||||||||||||
Non-employee Directors' Share-Based Awards
The Company grants to non-employee directors restricted stock unit awards that vest on the date of the Company's annual meeting of shareholders immediately following the grant of such awards. The restricted stock unit awards are settled in EQT common stock on the vesting date or, if elected by the director, following a director's termination of service on the Company's Board of Directors.
Awards granted prior to 2020 that are to be paid in cash are accounted for as liability awards and, as such, compensation expense is recorded based on the fair value of the awards as remeasured at the end of each reporting period. Awards to be settled in EQT common stock are accounted for as equity awards and, as such, compensation expense is recorded based on the fair value of the awards at the grant date fair value. A total of 305,556 non-employee director share-based awards, including accrued dividends, were outstanding as of December 31, 2025. A total of 36,630, 70,930 and 66,300 share-based awards were granted to non-employee directors during the years ended December 31, 2025, 2024 and 2023, respectively. The weighted average fair value of these grants, based on the closing price of EQT common stock on the business day prior to the grant date, was $50.74, $36.14 and $33.31 for the years ended December 31, 2025, 2024 and 2023, respectively.
2026 Awards
Effective in 2026, the Compensation Committee adopted the 2026 Incentive Performance Share Unit Program (2026 Incentive PSU Program) under the 2020 LTIP. The 2026 Incentive PSU Program was established to align the interests of executives and key employees with the interests of shareholders and the strategic objectives of the Company. A total of approximately 505,000 share units were granted under the 2026 Incentive PSU Program. The payout of the share units will vary between zero and 200% of the number of outstanding units contingent upon the Company's absolute total shareholder return and total shareholder return relative to a predefined peer group over the period of January 1, 2026 through December 31, 2028.
Effective in 2026, the Compensation Committee granted approximately 1,170,000 restricted stock unit equity awards that follow a three-year graded vesting schedule commencing with the date of grant, assuming continued employment through each vesting date. The share total includes the Company's "equity-for-all" program, instituted in 2021, pursuant to which the Company grants equity awards to all permanent employees.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 19, 2025 | |
| 2023 | Feb 14, 2024 | |
| 2022 | Feb 16, 2023 | |
| 2021 | Feb 10, 2022 | |
| 2020 | Feb 17, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 14, 2019 | |
| 2017 | Feb 15, 2018 | |
| 2016 | Feb 9, 2017 | |
| 2015 | Feb 11, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.