Material Event - Form 425

As previously announced, on March 10, 2024, EQT Corporation ("EQT"), Humpty Merger Sub Inc., an indirect wholly owned subsidiary of EQT ("Merger Sub"), and Humpty Merger Sub LLC, an indirect wholly owned subsidiary of EQT ("LLC Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Equitrans Midstream Corporation ("Equitrans"). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Equitrans (the "First Merger"), with Equitrans surviving as an indirect wholly owned subsidiary of EQT (the "First Step Surviving Corporation"), and as the second step in a single integrated transaction with the First Merger, the First Step Surviving Corporation will be merged with and into LLC Sub (the "Second Merger" and, together with the First Merger, the "Merger"), with LLC Sub surviving the Second Merger as an indirect wholly owned subsidiary of EQT.

The Merger is subject to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the related rules and regulations, which provide that certain transactions may not be completed until notification and report forms have been furnished to the U.S. Federal Trade Commission (the "FTC") and the Antitrust Division of the U.S. Department of Justice (the "DOJ") and until certain waiting periods have been terminated or have expired. Also, pursuant to the Merger Agreement, the completion of the First Merger is conditioned on, among other things, the expiration or termination of the HSR Act waiting period (and any extensions thereof) and any commitment to, or any agreement with, any governmental entity to delay the consummation of, or not to consummate before a certain date, the transactions contemplated by the Merger Agreement. On March 22, 2024, EQT and Equitrans each filed a premerger notification and report form under the HSR Act with the FTC and the DOJ, and on April 22, 2024, EQT voluntarily withdrew and refiled its premerger notification and report form.

On May 22, 2024, the waiting period under the HSR Act with respect to the Merger expired. The expiration of the waiting period under the HSR Act with respect to the Merger satisfies one of the conditions to the closing of the Merger. EQT and Equitrans currently expect that the Merger will be completed in the third quarter of 2024, subject to the satisfaction or waiver of certain other closing conditions, including approval by EQT's shareholders and approval by Equitrans' shareholders.

Cautionary Statements Regarding Forward-Looking Statements

This Current Report on Form 8-K (this "Report") contains "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements may be identified by words such as "anticipates," "believes," "cause," "continue," "could," "depend," "develop," "estimates," "expects," "forecasts," "goal," "guidance," "have," "impact," "implement," "increase," "intends," "lead," "maintain," "may," "might," "plans," "potential," "possible," "projected," "reduce," "remain," "result," "scheduled," "seek," "should," "will," "would" and other similar words or expressions. The absence of such words or expressions does not necessarily mean the statements are not forward-looking. Forward-looking statements are not statements of historical fact and reflect EQT's and Equitrans' current views about future events. These forward-looking statements include, but are not limited to, statements regarding the Merger, the expected closing of the Merger and the timing thereof and the pro forma combined company and its operations, strategies and plans, integration, debt levels and leverage ratio, capital expenditures, cash flows and anticipated uses thereof, synergies, opportunities and anticipated future performance, expected accretion to earnings and free cash flow and anticipated dividends. Information adjusted for the Merger should not be considered a forecast of future results. Although EQT believes EQT's forward-looking statements are reasonable, statements made regarding future results are not guarantees of future performance and are subject to numerous assumptions, uncertainties and risks that are difficult to predict. Actual outcomes and results may be materially different from the results stated or implied in such forward-looking statements included in this Report.